US UNWIRED INC, S-4/A, 2000-02-23

US UNWIRED INC
S-4/A, 2000-02-23
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on February 23, 2000

Registration No. 333-92271

333-92271-01

333-92271-02
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

US Unwired Inc.*
(Exact name of registrant as specified in its charter)
Louisiana 4812 72-1457316
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number)identification number)
of incorporation or
organization)

One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

---------------

Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629

(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Copies to:
Anthony J. Correro, III
Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252

---------------

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

---------------

The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the SEC, acting pursuant to said
Section 8(a), may determine.
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* Some of the subsidiaries of US Unwired Inc. will guarantee the securities
being registered hereby and are therefore registrants also. Information about
these additional registrants appears on the following page.
<PAGE>

ADDITIONAL REGISTRANTS

Louisiana Unwired, LLC
(Exact name of registrant as specified in its charter)

Louisiana 4812 72-1407430
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)

One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Thomas G. Henning
General Counsel and Secretary
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629

(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

Copies to:
Anthony J. Correro, III Louis Y. Fishman
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5252
----------------

Unwired Telecom Corp.
(Exact name of registrant as specified in its charter)

Louisiana 4812 72-0647424
(State or other (Primary standard industrial (IRS employer
jurisdiction classification code number) identification number)
of incorporation or
organization)

(337) 436-9000
(Name, address, including zip code,
and telephone number, including area code, of agent for service)

SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2000

PROSPECTUS

[US Unwired Logo]
Offer to Exchange
13 3/8% Series B Senior Subordinated Discount Notes due 2009
for all
13 3/8% Series A Senior Subordinated Discount Notes due 2009
($400,000,000 principal amount outstanding)

The exchange offer expires at 5:00 p.m., New York City time, , 2000,
unless we extend it.

We do not intend to list the new notes on any national securities exchange,
and we do not expect there to be a public market for the new notes.

You should carefully consider the risk factors beginning on page 8.

----------------

Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2000.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary......................................................... 1
Risk Factors............................................................... 8
Risks Related to the Exchange Offer...................................... 8
If you do not exchange your old notes, they may be difficult to
resell................................................................ 8
We do not expect an active trading market to develop for the Notes..... 8
Risks Related to US Unwired.............................................. 8
Our substantial indebtedness could prevent us from fulfilling our
obligations under the Notes........................................... 8
We will require a significant amount of cash to pay interest and
principal on our indebtedness, but our ability to generate cash
depends on many factors beyond our control............................ 9
Your right to receive payments on the notes is junior to our and our
guarantor subsidiaries' existing indebtedness and possibly all of our
and our guarantor subsidiaries' future borrowings..................... 9
The assets of our subsidiaries that do not guarantee the notes may not
be available to satisfy our obligations under the notes............... 10
If we need additional financing that we cannot obtain, we may have to
change our network construction plan.................................. 10
If we cannot construct our communications network timely or
successfully, our ability to compete could be limited, and we could
lose our PCS licenses or our relationship with Sprint PCS............. 11
If we lose our agreements with Sprint PCS, our PCS business may not
succeed............................................................... 11
The Federal Communications Act of 1934 could affect our agreements with
Sprint PCS and could require changes in them.......................... 11
If Sprint PCS does not succeed, or if we do not maintain a good
relationship with Sprint PCS, our PCS business may not succeed........ 11
Our relationship with Sprint or its successor may be adversely affected
by the proposed merger of Sprint and MCI WorldCom..................... 12
Our competitors may have more resources or other advantages that may
make it difficult for us to compete effectively....................... 12
Changes in technology could adversely affect us........................ 12
If the Sprint PCS network does not expand nationwide, we may not be
able to provide our customers with the traveling services they
demand................................................................ 13
If there are any effects of the Year 2000 that are not yet known, there
could be an interruption or failure of our computer systems........... 13
Our service area is threatened by bad weather, including hurricanes,
which could cause interruptions in service............................ 14
Risks Related to the Industry............................................ 14
We are subject to broad and evolving government regulation that could
cause us to change our business plans or lose our licenses if we do
not comply............................................................ 14
Our future prospects are uncertain because the future prospects of the
PCS industry are uncertain............................................ 15
Our PCS business may suffer because more subscribers generally
disconnect their service in the PCS industry than in the cellular
industry.............................................................. 15
Radio frequency emissions may pose health concerns which may cause
people to sue us or discourage them from using our services........... 15
Risks Related to the Notes............................................... 15
We may not be able to satisfy our obligations owed to you if change of
control events occur.................................................. 15
Federal and state statutes allow courts, under specific circumstances,
to void or modify the notes and the guarantees of the notes........... 15
You may face tax law concerns as a holder of the notes................. 16
You may face bankruptcy law concerns as a holder of the notes.......... 16
</TABLE>
<PAGE>

<TABLE>
<S> <C>
Risks Related to Forward-Looking Statements............................. 16
You should be aware that actual results or outcome may be different
from those stated in any forward-looking statements included in this
prospectus........................................................... 16
About the Exchange Offer.................................................. 18
How We Will Use the Proceeds of Our Financings............................ 18
Our Capitalization........................................................ 29
Selected Historical Consolidated Financial Information.................... 30
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 31
About Our Business........................................................ 43
The Wireless Communications Industry...................................... 65
Our Sprint PCS Agreements................................................. 68
Management................................................................ 76
Certain Relationships and Related Transactions............................ 72
Securities Ownership of Certain Beneficial Owners and Management.......... 84
Certain Indebtedness...................................................... 86
Our Obligations and Your Rights Under the Notes........................... 88
Description of the New Notes.............................................. 89
Registration Rights Agreement............................................. 112
Book-Entry, Delivery and Form............................................. 114
Description of Our Capital Stock.......................................... 118
Certain U.S. Federal Tax Considerations................................... 122
Plan of Distribution...................................................... 127
Legal Matters............................................................. 128
Available Information..................................................... 128
Experts................................................................... 128
Index to Financial Statements............................................. F-1
</TABLE>
<PAGE>

PROSPECTUS SUMMARY

You should not make an investment decision based only on summary
information. We therefore urge you to read carefully all of this prospectus.

US Unwired

General

We have the largest population coverage and the most subscribers of any
network partner of Sprint PCS, the fastest growing wireless company in the
United States based on total new subscribers in 1999. When we complete our
network buildout in June 2001, we will be the exclusive provider of digital
personal communication services, called PCS, under the Sprint(R) and Sprint
PCS(R) brand names in a contiguous service area covering approximately 9.9
million residents. We intend to be a leading provider of wireless voice and
data PCS services, including wireless access to the internet. In addition to
our wireless PCS service, we provide cellular and paging service to
approximately 83,000 subscribers in southwest Louisiana at December 31, 1999.

We currently provide Sprint PCS service in twelve markets: Alexandria, Baton
Rouge, Houma-Thibodeaux, Lafayette, Lake Charles, Monroe and Shreveport,
Louisiana and Beaumont-Port Arthur, Longview-Marshall, Lufkin-Nacogdoches,
Texarkana and Tyler, Texas. At December 31, 1999, we had built out our network
to cover approximately 3.3 million residents and were providing PCS services to
approximately 52,000 subscribers, including the service area covered by Meretel
and our proportionate share of their subscribers. For the year ended December
31, 1999, we had a net loss of approximately $24.2 million, and our operations
used approximately $6.7 million more cash than they generated.

Our service area covers 45 markets in eastern Texas, southern Oklahoma,
southern Arkansas, significant portions of Louisiana, Alabama and Mississippi,
the Florida panhandle and southern Tennessee. Our service area is contiguous
with Sprint PCS's launched markets of Houston, Dallas, Little Rock, New
Orleans, Birmingham, Tallahassee and Memphis. We are constructing a 100%
digital, 100% wireless PCS network that, when complete, we estimate will offer
service to 65% to 75% of the resident population in our service area. We
estimate that Sprint PCS paid over $100 million to acquire the PCS licenses in
our service area and to clear the licensed markets for microwave radio
frequency service. The number of people in our service area does not represent
the number of PCS subscribers that we expect to have in those service areas.

Benefits of Our Affiliation with Sprint PCS

Our exclusive relationship with Sprint PCS allows us to take advantage of
the strength and reputation of Sprint PCS's national brand. We believe the
benefits of this relationship include:

Marketing. We will market our services under the nationally recognized
Sprint PCS(R) brand and benefit from Sprint PCS's national advertising
campaigns and relationships with major national retailers. Our relationship
with Sprint PCS allows us to take advantage of Sprint PCS's national voice
and data subscriber programs, including the "Free and Clear" one-rate
pricing plan and wireless internet access over the Sprint Wireless Web(R).

1
<PAGE>

Nationwide Coverage. Subscribers in our service area can immediately
access Sprint PCS's growing network in over 4,000 cities and communities
across the United States.

Handset and Equipment Availability and Pricing. We have access to
network and subscriber equipment under Sprint PCS's vendor contracts that
provide for volume discounts.

Exclusive Traveling Partner. We are the exclusive provider of traveling
services for all non-US Unwired Sprint PCS customers in our service area
and benefit from the increased traffic created by other Sprint PCS
customers who travel in our service area.

Technology. Sprint PCS's extensive research and development effort
produces ongoing benefits through both new technological products as well
as enhanced service features. In markets where we use spectrum owned by
Sprint PCS, Sprint PCS provides the engineering services required for
microwave clearance and handles all of the design, planning and relocation
of any radio cell sites.

As provided under our agreement with Sprint PCS, we receive from Sprint PCS
92% of collected revenues from subscribers based in our service area and Sprint
PCS retains the remaining 8%, as more fully discussed in "Our Sprint PCS
Agreements--The Management Agreements--Service pricing, traveling and fees." We
also receive other revenue, including Sprint PCS roaming revenues, calculated
as a per minute charge paid to us by Sprint PCS for each minute that Sprint PCS
subscribers based outside our service area use our portion of the Sprint PCS
network, and 100% of revenues for handset sales.

Sprint PCS, directly and through its network partners like US Unwired,
provides wireless personal communication services within the United States and
its territories in more than 280 metropolitan markets, including the largest 50
metropolitan markets, in a service area covering approximately 270 million
residents. At December 31, 1999, Sprint PCS and its partners provided personal
communications services to approximately 5.7 million subscribers.

Our Competitive Strengths

In addition to the advantages provided by our strategic affiliation with
Sprint PCS, we have the following competitive strengths:

. Extensive territorial reach;

. Existing corporate infrastructure;

. Positive cash flow from cellular and paging operations;

. Significant number of owned licenses;

. 40 MHz of bandwidth in many of our markets; and

. High-quality customer care.

2
<PAGE>

Adequate Funding to Complete Our Network

We funded the initial phase of our PCS network buildout with the $54 million
of net proceeds from the sale of our non-Louisiana cellular assets in 1998. As
of the date of this prospectus, we have raised $264 million from the sale of
$55 million of our convertible preferred stock and the issuance in a private
placement of $209 million of senior subordinated discount notes. We also have a
$130 million senior credit facility under which, as of the date of this
prospectus, no funds have been drawn.

Summary Information About the Exchange Offer

Background of Our
Exchange Offer............ On October 29, 1999 we sold our 13 3/8% series A
senior subordinated discount notes due 2009 in a
private offering. At that time we agreed to make
this exchange offer to you by March 27, 2000, and
to complete it by April 26, 2000. If we fail to do
that we will owe you penalties.

The Exchange Offer........ We are offering to exchange the old or existing
notes for an equal amount of our new notes, which
are our 13 3/8% series B senior subordinated
discount notes due 2009.

Terms of Our New Notes.... Our new notes are identical to our old notes
except:

. We have registered with the SEC our issuance of
the new notes. For that reason the new notes will
be free from transfer restrictions that apply to
the old notes.

. Our old notes require us to file SEC
registrations and to pay specified penalties for
delay. Our new notes do not have these
provisions.

Transfer of Our New
Notes..................... We believe that you may freely transfer new notes
that you receive in the exchange offer if:

. you acquire the new notes in the ordinary course
of your business,

. you are not participating in a public
distribution of the new notes, and

. you are not our affiliate, which means a person
who has or shares the power to control us.

We will require you to make these representations
to us if you wish to participate in the exchange
offer.

3
<PAGE>

If you are a broker-dealer that receives new notes
for your own account in exchange for old notes that
you acquired in your market-making or other trading
activities, you must acknowledge that you will
deliver a prospectus meeting the requirements of
the Securities Act when you resell the new notes.
You may use this prospectus to meet those
requirements. You should read the section entitled
"Plan of Distribution."

Conditions to the
Exchange Offer........... The exchange offer is subject only to the following
conditions:

. the exchange offer must comply with applicable
laws or any applicable interpretation of the
staff of the SEC; and

. we must not be involved in or threatened with a
judicial or administrative proceeding that would
prevent us from proceeding with the exchange
offer.

Procedures for Tendering
Old Notes................ If you wish to participate in this exchange offer,
you must on or before the expiration time:

. complete, sign and date the enclosed letter of
transmittal according to the instructions
contained in this prospectus and in the letter of
transmittal; and

. deliver to our exchange agent the letter of
transmittal, the old notes, and any other
document that is required by the instructions in
the letter of transmittal.

If you hold old notes through DTC and wish to
participate in the exchange offer, you must comply
with DTC's automated tender offer program
procedures.

Withdrawal Rights......... You may withdraw old notes that you tender by
delivering a notice of withdrawal to the exchange
agent at any time before the exchange offer
expires.

U.S. Federal Income Tax
Considerations........... Generally, your exchange of old notes for new notes
in the exchange offer should not be a taxable event
for U.S. federal income tax purposes.

Use of Proceeds........... We will not receive any proceeds from the exchange
of old notes for new notes in the exchange offer.

4
<PAGE>

Summary Information About the New Notes

Securities Offered........
Up to $400.0 million in total principal amount of
13 3/8% series B senior subordinated discount notes
due 2009.

Interest and Increase in We sold the old notes at a discounted price. The
Value..................... new notes will increase (or accrete) in value over
the original discounted price of the old notes at a
rate of 13 3/8% per year until November 1, 2004,
compounded twice per year. On November 1, 2004, the
accreted value of the notes will equal the
principal amount. Interest will begin to accrue on
that date, and we will pay interest on May 1 and
November 1 of each year, beginning on May 1, 2005.

Subsidiary Guarantees.....
Two of our subsidiaries, LA Unwired and Unwired
Telecom, will fully and unconditionally guarantee
our obligations under the new notes. These
subsidiary guarantees will be subordinate in right
of payment to all existing and future senior
indebtedness of the subsidiary guarantors.

Ranking................... The new notes will be our general unsecured
obligations. The new notes will rank junior to all
of our existing and future senior indebtedness.

Optional Redemption....... We may choose to buy back all or any portion of the
new notes at any time after October 31, 2004 at the
prices set forth in this prospectus, plus any
accrued and unpaid interest and any penalties we
may owe.

In addition, at any time prior to November 1, 2002,
we may buy back up to 35% of the total principal
amount of the notes with cash proceeds from our
sales of our common stock. In that case, we will
pay you $1,137.50 for each $1,000 of accreted value
of the notes, plus any penalties we may owe.

Change in Control......... If the Henning family that controls us loses that
control, you may require us to repurchase all or
any part of your notes for:

. $1,010 per $1,000 of accreted value of the notes,
plus any penalties we may owe, if the repurchase
is before November 1, 2004, or

. $1,010 per $1,000 of principal amount of the
notes, plus accrued interest and any penalties we
may owe, if the repurchase is on or after
November 1, 2004.

5
<PAGE>

A change of control may be a default under our
senior indebtedness. If this occurs, we may not be
able to repurchase the notes.

Certain Covenants......... The indenture limits our ability to:

. pay dividends, redeem capital stock and make
other restricted payments or investments;

. incur additional indebtedness or issue preferred
equity interests;

. create any subordinated debt that is senior to
the new notes or old notes;

. merge, consolidate or sell all or substantially
all of our assets;

. create liens on assets; and

. enter into transactions with affiliates or
related persons.

6
<PAGE>

SUMMARY FINANCIAL INFORMATION

The table below shows our summary consolidated financial information for
1997, 1998 and 1999. You should read this information with our consolidated
financial statements and the related notes and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," all of which are included in this prospectus.

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------
1997 1998 1999
-------- --------- ---------
<S> <C> <C> <C>
Revenues (in thousands)....................... $ 74,688 $ 71,711 $ 63,865
EBITDA (in thousands)......................... $ 22,039 $ 14,306 $ (9,835)
Cash flow from operating activites............ $ 12,039 $ (14,666) $ (6,674)
Cash flow from investing activities........... $(17,599) $ 113,185 $(196,933)
Cash flow from financing activities........... $ 3,941 $ (70,999) $ 181,980
Ending subscribers(1)......................... -- 5,698 33,690
Penetration(1)(2)............................. -- 0.4% 1.0%
Churn(1)(3)................................... -- 1.5% 3.3%
Average monthly service revenue per
subscribers(1)(4)............................ -- $ 91 $ 58
</TABLE>
- --------

(1) Includes LA Unwired only.

(2) Represents the ratio of ending subscribers to the total owned population of
the active markets.

(3) Represents the ratio of disconnects to the average number of subscribers
divided by the number of months in the period. Average subscribers is
defined as the number of subscribers at the beginning of the period plus
the number of subscribers at the end of the period divided by two. For the
1998 calculation, the number of months in the period includes only October,
November and December, as there was only minimal activity in the first
month of operations in September. The effect of including this month would
have materially understated monthly churn.

(4) Determined for a period by dividing (1) the sum of the access, airtime,
roaming, long distance, features, connection, disconnection and other
revenues for the period by (2) the average number of subscribers for the
period, divided by the number of months in the period. For the 1998
calculation, the number of months in the period includes only October,
November and December, as there was only minimal activity in the first
month of operations in September. The effect of including this month would
have significantly understated the average monthly service revenue per
subscriber.

*****

We are located at One Lakeshore Drive, Suite 1900, Lake Charles, Louisiana
70629. Our phone number is (800) 673-2200, and our website is
www.usunwired.com.

7
<PAGE>

RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus in connection with the exchange offer.

Risks Related to the Exchange Offer

If you do not exchange your old notes, they may be difficult to resell.

We issued the old notes in transactions that were not registered with the
SEC. For that reason, they are subject to transfer restrictions. If you do not
exchange your old notes, these restrictions will continue to apply. Even if you
are permitted to transfer your old notes, it probably will be more difficult to
find a buyer for old notes at the same price that a person would pay for new
notes because the new notes do not have transfer restrictions. After the
exchange offer is over, we will have no further requirement to exchange old
notes for new notes.
We do not expect an active trading market to develop for the notes.

We do not intend to apply for listing of the old notes or the new notes on
any securities exchange or for quotation on any automated dealer quotation
system. Future trading prices of the new notes will depend on many factors
including:

. the overall market for securities like the notes,

. changes in our financial performance or prospects, and

. changes in the prospects for companies in our industry generally.

Risks Related to US Unwired

Our substantial indebtedness could prevent us from fulfilling our obligations
under the notes.

We have a substantial amount of debt. On December 31, 1999, we had
outstanding debt of:

.approximately $214.0 million in principal amount of the notes; and

.approximately $3.8 million of debt guaranteed by US Unwired. This
represents our share of the indebtedness of Meretel.

We may incur additional debt in the future. The indenture governing the old
notes and new notes permits us to incur additional debt, but there are
limitations. Our credit facilities provide for total borrowings of up to $130.0
million. Some of our obligations under our credit facilities may limit our
ability to borrow more money. If we cannot borrow more money, it could impair
our ability to repay the notes.

Because of our substantial debt:

. we will use most of our cash flow from operations to pay interest and
principal on our debt, which will reduce the cash that is available for
other purposes.

8
<PAGE>

. we may not have enough cash to pay interest and principal on our debt.

. we may not be able to borrow more money or get additional financing.

. an increase in interest rates could increase our interest expense.

. most of our assets are encumbered with liens.

. we may not be able to adjust to changing market conditions or
competition.

. we may be at a competitive disadvantage to our competitors who have less
debt.

We will require a significant amount of cash to pay interest and principal on
our indebtedness, but our ability to generate cash depends on many factors
beyond our control.

Our ability to pay interest and principal on our debt, including the notes,
depends on our future operating performance. Our performance depends on general
economic and competitive conditions and on financial, business and other
factors, many of which we cannot control. We will use a substantial portion of
our cash flow from operations to repay our borrowings and interest under our
credit facilities. In addition, beginning in 2005, we must pay interest on the
notes. This will be a significant cost to us. We cannot assure you that we will
have enough cash flow from operations or future borrowings under our credit
facilities to repay our indebtedness or for our other liquidity needs.

We may try to:

. delay or reduce our capital expenditures,

. restructure our debt,

. sell some of our assets or operations, or

. acquire equity capital from other investors.

We may not be able to take any of these actions on satisfactory terms or at
all. These actions may not provide us with enough cash to repay our debt. Our
credit agreements and the indenture governing the notes limit our ability to
take these actions. If we cannot repay our debt or take any of these actions,
the market value of the notes will be impaired.

As a holding company, we depend on dividends from our subsidiaries to meet
our debt obligations. The indenture governing the old notes and new notes may
allow our subsidiaries to enter into future loan agreements which restrict or
prohibit them from paying dividends. State law may also limit the amount of the
dividends that our subsidiaries are permitted to pay.

Your right to receive payments on the notes is junior to our and our guarantor
subsidiaries' existing indebtedness and all of our and our guarantor
subsidiaries' future borrowings.

If a bankruptcy or similar proceeding occurs relating to us or the
guarantors, our assets will be available to holders of the old notes and new
notes only after all of our outstanding senior debt has been paid. As a result,
there may not be enough assets remaining to make payments on the old notes and
new notes or the guarantees. In addition, all payments on the old notes and new
notes and the

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<PAGE>

guarantees will be blocked if we fail to pay our senior debt. Payment on the
notes and the guarantees may be blocked if we do not comply with other
requirements, besides payment, of our senior debt. If a bankruptcy or similar
proceeding occurs relating to us or the guarantors, holders of the notes will
participate with trade creditors and all other holders of our and our
guarantors' subordinated indebtedness in the assets remaining after we and our
guarantors have paid all of the senior debt. The indenture requires that we pay
to holders of our senior debt the amounts that would be payable to holders of
the notes in a bankruptcy or similar proceeding. This means that holders of the
notes may receive less than holders of trade payables. If this occurs, we and
the guarantors may not have sufficient funds to pay all of our creditors, and
holders of notes may receive less than the holders of senior debt.

As of the date of this prospectus, the notes and the guarantees were
subordinated to no senior debt and the full $130 million was available for
borrowing as additional senior debt under our credit facility. The indenture
permits us to borrow substantial additional indebtedness, including senior
debt, in the future.

The assets of our subsidiaries that do not guarantee the notes may not be
available to satisfy our obligations under the notes.

LEC Unwired and any of our subsidiaries that are designated as unrestricted
subsidiaries in the future will not guarantee the notes. If a bankruptcy,
liquidation or reorganization of any of the non-guarantor subsidiaries should
occur, their creditors will generally be entitled to payment of their claims
from the assets of those subsidiaries before any assets are made available for
distribution to us. Assets that are not available to us would not be available
to our noteholders. On December 31, 1999, the notes were effectively junior to
$11.8 million of indebtedness and liabilities of LEC Unwired, and LEC Unwired
was permitted to borrow another approximately $6.2 million.

If we need additional financing that we cannot obtain, we may have to change
our network construction plan.

We will make significant capital expenditures to complete our PCS network.
Actual expenditures may differ significantly from our estimates. We would have
to obtain additional financing if:

. any of our sources of capital is unavailable or insufficient;

. we significantly depart from our business plan;

. we experience unexpected delays or cost overruns in the construction of
our network, including changes to the schedule or scope of our network
buildout;

. changes in technology or governmental regulations create unanticipated
costs; or

. we acquire additional licenses or Sprint PCS grants us more service areas
to build out and manage.

We cannot predict whether any additional financing will be available or on
what terms. If we need additional financing that we cannot obtain, we will have
to change our plans for the remainder of our network.

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If we cannot construct our communications network timely or successfully, our
ability to compete could be limited, and we could lose our PCS licenses or our
relationship with Sprint PCS.

We must lease or acquire rights to use locations for our PCS equipment and
our PCS network. This may require us to obtain zoning variances or governmental
approvals. If we are unable to obtain or use these locations, we may need to
alter the design of our network. This could prevent us from completing
construction of our network in a timely manner or at all.

There is considerable demand for the communications equipment that we need
to construct our network, and manufacturers of this equipment could have
substantial backlogs of orders. Competitors who purchase large quantities of
communications equipment may receive priority in the delivery of this
equipment. If we cannot get this equipment, we may fail to construct our
network timely. This could limit our ability to compete effectively or to meet
the construction requirements of the FCC or our Sprint PCS agreements. If we do
not meet these construction requirements, we could lose our licenses or breach
our agreements with Sprint PCS.

If we lose our agreements with Sprint PCS, our PCS business may not succeed.

Our agreements with Sprint PCS are central to our business plan.

. These agreements give us the right to use the Sprint PCS(R) brand name
and logo and related rights. If we lose these rights, our PCS operations
will be impaired.

. These agreements impose strict requirements on the construction of our
network. If we do not meet these requirements, these agreements may be
terminated and we could lose the right to be the sole provider of Sprint
PCS products and services in our service area.

. These agreements may be terminated also if any of Sprint PCS's FCC
licenses is lost or jeopardized, or if we become insolvent.

. If our management agreements with Sprint PCS are terminated or breached,
we may be required to sell our PCS assets to Sprint PCS or Sprint PCS may
be required to assign to us some of their licensed spectrum. In either
case, we may not have sufficient funds to satisfy the notes.

The Federal Communications Act of 1934 could affect our agreements with Sprint
PCS and could require changes in them.

The Communications Act prohibits any transfer of control of a radio station
license without prior approval of the FCC. Our agreements with Sprint PCS
provide for us to manage its licenses in our service area. If the FCC were to
conclude that our management constituted our control over Sprint PCS's
licenses, we would probably be required to modify our agreements to eliminate
that control. We cannot predict what modifications could be required or whether
we would be adversely affected by them.

If Sprint PCS does not succeed, or if we do not maintain a good relationship
with Sprint PCS, our PCS business may not succeed.

. If Sprint PCS has a significant disruption to its system, fails to
develop its system, or suffers a weakening of its brand name, our
operations and profitability would likely be impaired.

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. We will use our relationship with Sprint PCS to obtain, at favorable
prices, the equipment for the construction and operation of our network.
Any disruption in our relationship with Sprint PCS could make it much
more difficult to obtain this equipment.

Our relationship with Sprint or its successor may be adversely affected by the
proposed merger of Sprint and MCI WorldCom.

Sprint and MCI WorldCom announced on October 5, 1999 that they have agreed
to merge to form a new company called WorldCom. The merger is subject to
various conditions, including the approvals of the shareholders of both
companies, the FCC, the Justice Department and various state governmental
bodies and foreign antitrust authorities. We do not know what effect the merger
will have on Sprint's business. If the merger does not occur, Sprint's business
may be adversely affected. Any negative impact on Sprint could have a negative
effect on us as a Sprint PCS network partner.

Our competitors may have more resources or other advantages that may make it
difficult for us to compete effectively.

Competition in the wireless communications services industry is intense. If
we are unable to compete successfully, our business and operations will be
impaired. We may be at a disadvantage compared to our competitors who:

. have substantially greater financial, technological, marketing and sales
and distribution resources than we do;

. entered the wireless communications services market before we did;

. market other competitive services, like local dial tone, long distance
and internet, together with their wireless communications services;

. have more established networks, marketing programs and brand names; or

. offer coverage in areas not served by our PCS network or offer lower
rates for placing and receiving calls outside of their own networks.

We expect that some of the existing cellular providers will continue to
upgrade their systems to provide digital wireless communication services that
compete with Sprint PCS. Many of these cellular providers have more financial
resources and customers than we do. Providers of traditional landline telephone
services, energy companies, utility companies and cable operators may expand
their services to offer competitive wired or wireless communications services.
We compete also with companies that use other communications technologies and
paging and dispatch companies. People who are considering using PCS systems may
find their communications needs satisfied by these other current and developing
technologies.

Changes in technology could adversely affect us.

PCS providers in the United States use one of three technological standards.
Even though the three standards share basic characteristics, they are not
compatible or interchangeable with each other. We and Sprint PCS use the
standard known as CDMA. If another standard becomes preferred in the industry,
we may be at a competitive disadvantage. If Sprint PCS changes its standard, we
will need to change ours as well, which will be costly and time consuming. If
we cannot change our standard, we may not be able to compete with other
systems.

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The wireless telecommunications industry is experiencing significant
technological change. This is evident from:

. an increase in the number of upgrades from analog systems to digital,

. improvements in digital technology,

. shorter development periods for new products and enhancements, and

. changes in customer needs and preferences.

To be competitive, we must have access to new technology. Future technology
and advancements could be better than PCS service and even make our service
obsolete. The development of new, better technologies could impair our business
and operating results.

Our agreement with Sprint PCS prohibits us from upgrading our cellular
network from an analog network to a digital network like the Sprint PCS network
without Sprint PCS's approval. If cellular equipment manufacturers stop making
analog cellular equipment and we cannot buy used analog cellular equipment on
the open market, it could impair our ability to service our existing cellular
subscribers and attract new ones.

If the Sprint PCS network does not expand nationwide, we may not be able to
provide our customers with the services they demand.

Sprint PCS intends to cover a significant portion of the population of the
United States, Puerto Rico and the U.S. Virgin Islands with its PCS system, but
it has not yet completed the buildout of its planned network. If one of our
customers travels in an area where a Sprint PCS system or another CDMA-based
system is not yet operational, the customer will need a telephone handset that
can make calls on both CDMA-systems and non-CDMA-systems. Generally, these
handsets are more costly. Moreover, the Sprint PCS network does not allow for
calls to be transferred without interruption between the Sprint PCS network and
another wireless network. This means that a customer must end a call in
progress and initiate a new call when entering an area not served by the Sprint
PCS network. The quality of the service provided by another network may not be
equal to that of the Sprint PCS network, and our customers may not be able to
use some of the advanced features of our network. This could result in customer
dissatisfaction and loss of customers.

If there are any effects of the Year 2000 that are not yet known, there could
be an interruption or failure of our computer systems.

We use a significant number of computer systems and software programs in our
operations, including in support of our PCS network equipment and for various
administrative functions. Before the Year 2000, we discussed the nature and
progress of our plans to prepare for that year. In late 1999, we finished
testing and preparing our systems for the Year 2000 date change. As of the date
of this prospectus, we have experienced no significant disruptions in our
critical information technology and non-information technology systems that
resulted from the Year 2000 date change. We believe that our systems
successfully responded to the Year 2000 date change. We expensed less than
$550,000 during 1999 to prepare our systems for the Year 2000. We are not aware
of any material problems that resulted from the Year 2000 date change with our
products, our internal systems or the

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products and services of third parties. We will continue to monitor our
critical computer applications and those of our suppliers and vendors
throughout 2000 so we can promptly address any Year 2000 matters that may
arise.

Our service area is threatened by bad weather, including hurricanes, which
could cause interruptions in service.

Much of our service area is on or near the Gulf of Mexico and could be
damaged by bad weather like hurricanes and excessive rain. Even though we
believe our insurance coverage is adequate, we may face service interruptions
for indefinite periods if a major hurricane strikes one or more of our Gulf
Coast service areas.

Risks Related to the Industry

We are subject to broad and evolving government regulation that could cause us
to change our business plans or lose our licenses if we do not comply.

. Our business must comply with the rules and regulations of the FCC, the
FAA and state and local regulatory agencies.

. New regulations may require us to modify our business plan or
operations. This could increase our operating costs.

. The loss of any of our FCC licenses, or any of Sprint PCS's FCC licenses
for our service area, would impair our business and operating results.

. The FCC may revoke any of our PCS licenses at any time for cause. Cause
could be our failure to comply with terms of the licenses or the FCC
rules that apply to us. We cannot ensure that our PCS licenses will be
renewed when they expire.

. The FCC regulates our relationship with Sprint PCS under our Sprint PCS
agreements.

. We may need to acquire additional licenses, which may require approval
of regulatory authorities. These regulatory authorities may not grant
approval in a timely manner, if at all.

. All PCS licenses, including our own licenses and Sprint PCS's licenses,
are subject to the FCC's buildout regulations. These regulations require
license holders to offer specified levels of service to the population
in their service areas within set time periods. Even though we have
developed a buildout plan that meets these requirements, we may be
unable to meet our buildout schedule. If Sprint PCS or we do not meet
these requirements, the FCC could take back the portions of our service
area that are not being served, impose fines, or even revoke the related
licenses.

. The FCC imposes limitations on the foreign ownership of license holders.
If foreign ownership is too great, the FCC may revoke our PCS licenses
or require an ownership restructuring.

. The FCC imposes additional requirements on holders of PCS licenses
reserved for small businesses. These licenses are called C-block and F-
block licenses. We hold F-block licenses

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and must meet special requirements to hold them. If we do not meet these
requirements, the FCC could fine us, revoke our licenses or require us to
restructure our ownership. We expect to maintain our qualifications to
hold our F-block licenses.

Our future prospects are uncertain because the future prospects of the PCS
industry are uncertain.

PCS systems have not operated in the United States for very long, and we
cannot assure you that the operation of these systems in our markets will
become profitable. In addition, we cannot estimate how much demand there will
be for PCS in our markets or how much competitive pricing pressure there will
be. As a result, the future prospects of the PCS industry, including our
prospects, remain uncertain. The future demand for wireless communications
services in general is uncertain.

Our PCS business may suffer because more subscribers generally disconnect
their service in the PCS industry than in the cellular industry.

The PCS industry has experienced a higher rate of subscribers who
disconnect their service than the cellular industry. This rate, or churn, of
PCS subscribers may be the result of limited network coverage, unreliable
performance of calls, costs, customer care or other competitive factors.

We plan to keep our PCS subscriber churn down by expanding network
coverage, improving network reliability, marketing affordable plans and
enhancing customer care. We cannot assure you that these strategies will be
successful. A high rate of PCS subscriber churn could harm our competitive
position and the results of operations of our PCS services.

Radio frequency emissions may pose health concerns which may cause people to
sue us or discourage them from using our services.

Media reports have suggested that some radio frequency emissions from
wireless telephone handsets may be linked to various health concerns,
including cancer, and may interfere with some electronic medical devices,
including hearing aids and pacemakers. These concerns may discourage the use
of these handsets or expose us to potential litigation.

Risks Related to the Notes

We may not be able to satisfy our obligations owed to you if change of control
events occur.

If the persons who control US Unwired lose this control, we must offer to
buy back all outstanding old and new notes. We cannot assure you that we will
have sufficient funds at the time of a change of control to perform this
obligation or that restrictions in our credit facilities will allow us to do
so.

Federal and state statutes allow courts, under specific circumstances, to void
or modify the guarantees of the notes.

Federal bankruptcy law and similar state laws permit courts to cancel
guarantees or to subordinate claims under guarantees to claims of other
creditors of the guarantor. This can result if the guarantor:

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<PAGE>

. received less than reasonably equivalent value or fair consideration for
the guarantee;

. was insolvent or became insolvent because of the guarantee;

. was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or

. intended to incur debts beyond its ability to pay these debts as they
mature.

In addition, any payment on the guarantee by that guarantor could be voided
and required to be returned to the guarantor or to a fund for the benefit of
the creditors of the guarantor.

You may face tax law concerns as a holder of the notes.

We issued the old notes at a substantial discount from their principal
amount at maturity. Although cash interest will not accrue on the notes before
November 1, 2004 and we will not pay interest on the notes before May 1, 2005,
original issue discount will accrue from the issue date of the old notes to
November 1, 2004. Original issue discount is the difference between the total
principal amount at maturity and the issue price of the old notes. If you hold
notes, you will be required to include amounts in gross income for United
States federal income tax purposes before you receive the cash payments
relating to this income. The total amount that you must include equals the
difference between the stated redemption price at maturity, including stated
interest, and the issue price of the old notes.

You may face bankruptcy law concerns as a holder of the notes.

If we file for bankruptcy, your claim as a holder of notes may be limited to
an amount equal to the sum of the initial offering price and that portion of
the original issue discount that is not deemed to constitute unmeasured
interest under federal bankruptcy law. Any original issue discount that was not
earned by the date of the bankruptcy filing could constitute unmeasured
interest. If the IRS uses a different method of calculating amortization of
original issue discount, you may realize taxable gain or loss when your claim
in bankruptcy is paid, should that occur.

Risks Related to Forward-Looking Statements

You should be aware that actual results or outcomes may be different from those
stated in any forward-looking statements included in this prospectus.

This prospectus includes forward-looking statements. Forward-looking
statements are statements about our current and future business strategy,
operations, capabilities and construction plan and schedule, as well as
financial projections, plans and objectives of management, expected actions of
third parties and other matters. They often include the words "believes,"
"belief," "expects," "plans," "anticipates," "intends," "projects" or similar
words. Forward-looking statements speak only as of the date made. They involve
known and unknown risks and other factors that could cause our actual results
to be materially different from our historical results or from any future
results expressed or implied by any forward-looking statements. Some of the
factors that could cause this difference are:

. the availability at acceptable terms of sufficient funds to pay for our
business plan,

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<PAGE>

. competition,

. changes in labor, equipment and capital costs,

. any inability to obtain required regulatory approvals,

. changes in technology,

. any inability to comply with the indenture that governs the notes or
with our credit agreements,

. changes in management,

. any inability to attract and retain qualified employees,

. future acquisitions, and

. general economic and business conditions.

You should not rely too heavily on any forward-looking statement. We cannot
assure you that our forward-looking statements will prove to be correct. We
have no obligation to update or revise publicly any forward-looking statement
based on new information, future events or otherwise. When the registration
statement containing this prospectus become effective, we will be required to
report to the SEC on a periodic basis specified information about us and our
business. The information in these reports must be accurate and complete as of
the date of the report. The information in these reports may not correct prior
forward-looking statements that have become incomplete or misleading because of
new information, future events or otherwise.

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ABOUT THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We sold the old notes on October 29, 1999, to Donaldson, Lufkin & Jenrette
Securities Corporation, First Union Securities, Inc. and BNY Capital Markets,
Inc. As a condition to the sale, we entered into a registration rights
agreement with these initial purchasers, which requires us to:

. file a registration statement relating to an offer to exchange the old
notes for new notes;

. use our commercially reasonable efforts to have the registration
statement become effective under the Securities Act; and

. use reasonably commercial efforts to issue the new notes as soon as
practicable, but not later than 30 business days, after the effectiveness
of the registration statement.

If we fail to satisfy our registration and exchange obligations under the
registration rights agreement, we must pay liquidated damages of $.05 per week
for each $1,000 principal amount of old notes. These liquidated damages
increase by $.05 per week for each $1,000 principal amount of old notes, up to
a maximum amount of $.50 per week, for each 90-day period during which we fail
to satisfy our registration obligations or the new notes are not issued.

We have filed a copy of the registration rights agreement as an exhibit to
the registration statement of which this prospectus is a part.

We are not making this exchange offer to, and we will not accept tenders for
exchange from, holders of old notes in any jurisdiction where the exchange
offer or the acceptance of old notes would violate the securities or blue sky
laws of that jurisdiction.

Resale of the New Notes

Under existing interpretations of the staff of the SEC stated in several no-
action letters to third parties, the new notes should be freely transferable
after the exchange offer without further registration under the Securities Act.

If you are a broker-dealer who purchased old notes from us (like the initial
purchasers of the old notes) that you intend to resell under Rule 144A or any
other available exemption under the Securities Act, you:

. cannot rely on these interpretations of the staff of the SEC,

. cannot tender your old notes in the exchange offer, and

. must comply with the registration and prospectus delivery requirements of
the Securities Act for any sale or transfer of the old notes unless you
rely on an exemption from these requirements.

If you are our affiliate or you intend to participate in a public
distribution of the new notes, these limitations apply to you also. If you own
old notes, however, you should not be our affiliate or a person who intends to
participate in a distribution of the new notes because you have represented to

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<PAGE>

us, as a condition to purchasing old notes, that you are not our affiliate and
that you do not intend to participate in a distribution of the new notes.

If you are eligible and wish to participate in this exchange offer, you must
make the following representations in the letter of transmittal that was sent
to you with this prospectus. If you hold old notes through DTC and wish to
participate in the exchange offer, you must agree to be bound by the letter of
transmittal. By executing or becoming bound by the letter of transmittal, you
will represent that:

. you are not our affiliate,

. you acquired the new notes in the ordinary course of your business, and

. you are not participating, and do not intend to participate, in a
distribution of the new notes.

Any broker-dealer participating in the exchange offer who acquired old notes
for its own account as a result of market-making or other trading activities
must deliver a prospectus meeting the requirements of the Securities Act before
reselling any new notes. The letter of transmittal states that a broker-dealer
that acknowledges that it will, and does, deliver a prospectus meeting the
requirements of the Securities Act will not be deemed to have admitted that it
is an "underwriter" within the meaning of the Securities Act. These broker-
dealers may use this prospectus for a resale of the new notes. If this applies
to you, you should read the section entitled "Plan of Distribution."

We do not intend to seek our own no-action letter. We cannot assure you that
the staff of the SEC would make a similar determination about the new notes as
it has in these no-action letters to third parties.

After the exchange offer expires, holders of old notes will not have any
further registration rights. This means that old notes that are not exchanged
will continue to be subject to restrictions on transfer. In some limited
circumstances, however, the registration rights agreement may require us to
file a registration statement to permit resales of the old notes. If you do not
exchange your old notes in the exchange offer, you may be subject to the risks
described in "Risk Factors--Risks Related to the Exchange Offer."

The transfer restrictions and registration rights relating to the old notes
do not apply to the new notes because we will issue the new notes in a
transaction registered under the Securities Act.

Terms of the Exchange Offer; Period for Tendering Old Notes

This prospectus and the accompanying letter of transmittal contain the terms
and conditions of the exchange offer. We will accept for exchange old notes
which are properly tendered before expiration of the exchange offer, unless you
have withdrawn them as permitted below. The following is some information about
the terms of the exchange offer:

. our acceptance of the old notes that you tender will constitute a binding
agreement between you and us as described in this prospectus and in the
accompanying letter of transmittal.

. The new notes are identical to the old notes except that:

. the new notes will be issued in a transaction registered under the
Securities Act;

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<PAGE>

. the new notes will not be subject to transfer restrictions; and

. the new notes will not have provisions for the payment of liquidated
damages.

. the new notes will evidence the same debt as the old notes. The indenture
that governs the old notes will govern the new notes.

. you may tender some or all of your old notes in denominations of $1,000
principal amount or any integral multiple of $1,000. For each $1,000
principal amount of old notes properly tendered, we will issue $1,000
principal amount of new notes.

. the new notes, like the old notes, will increase in value at a rate of 13
3/8% per year until November 1, 2004, compounded twice per year. At that
time, interest will begin to accrue, and we will pay interest on May 1
and November 1 of each year, beginning on May 1, 2005. We will not pay
any additional interest, and no additional accretion will occur, on old
notes tendered and accepted for exchange.

. as of the date of this prospectus, we had issued $400.0 million in total
principal amount of the old notes. The exchange offer is not conditioned
on any minimum principal amount of old notes being tendered.

. the exchange offer expires at 5:00 p.m., New York City time, on ,
2000, unless we, in our sole discretion, extend it. The term "expiration
date" means , 2000, or the latest time and date of an extension.

. if we extend the exchange offer, we will give oral or written notice of
the extension to the exchange agent. We will notify the holders as
described below. During an extension, all old notes previously tendered
will remain subject to the exchange offer and may be accepted for
exchange by us.

. we will give prompt oral or written notice to holders of old notes of any
extension, amendment, termination or non-acceptance. If we extend the
expiration date, we will issue a press release or other public
announcement no later than 9:00 a.m., New York City time, on the business
day after the previously scheduled expiration date. Without limiting the
manner in which we may choose to make any public announcement, we will
have no obligation to publish, advertise or otherwise communicate any
public announcement other than by issuing a release to the Dow Jones News
Service.

. we may amend or terminate the exchange offer, and not accept for exchange
any old notes that we have not yet accepted, if any of the conditions
under the heading "--Certain Conditions to the Exchange Offer" occurs.

. holders and beneficial owners of old notes have no appraisal or
dissenters' rights in connection with the exchange offer.

. old notes which are not tendered for exchange, or are tendered but not
accepted, will remain outstanding and be entitled to the benefits of the
indenture, but they will not be entitled to any further registration or
exchange rights under the registration rights agreement.

. any old notes not accepted for exchange for any reason will be returned
without expense to the tendering holder as soon as possible after the
exchange offer is over.

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. we intend to conduct the exchange offer as required by the Exchange Act
and the SEC's rules governing unlawful tender practices. This requires us
to:

. keep the exchange offer open for at least 20 business days;

. give 10 days notice of any change in the terms of the exchange offer;
and

. issue a press release if we extend the exchange offer.

Neither we nor our Board of Directors makes any recommendation to holders or
beneficial owners of old notes whether to tender all or any portion of their
old notes in the exchange offer. Moreover, we have not authorized any person to
make any recommendation of this type. You must make your own decision whether
and what amount to tender in the exchange offer after reading this prospectus
and the letter of transmittal and consulting with your advisors, if any, based
on your own financial position and requirements.

Important Rules Concerning the Exchange Offer

You should note that:

. we will determine all questions of validity, form, eligibility and
acceptance of old notes tendered for exchange, including time of receipt,
in our sole discretion. This determination shall be final and binding.

. we reserve the absolute right to reject any old notes not properly
tendered or not to accept any old notes if we or our lawyers believe that
acceptance would be unlawful.

. we reserve the absolute right to waive any defects or irregularities or
conditions of the exchange offer as to any old notes either before or
after the expiration date. This includes the right to waive the
ineligibility of any holder who seeks to tender old notes in the exchange
offer. Unless we agree to waive any defect or irregularity, it must be
cured within a reasonable period of time that we shall determine.

. our interpretation of the terms and conditions of the exchange offer as
to any old notes either before or after the expiration date, including
the letter of transmittal and its instructions, shall be final and
binding on all parties.

. neither we, the exchange agent nor any other person shall be required to
give notice of any defect or irregularity with respect to any tender of
old notes for exchange, nor shall any of us be liable for not giving this
notification.

Procedures for Tendering Old Notes

What to submit and how.

If you wish to tender your old notes for exchange in the exchange offer, you
must:

. deliver a properly completed and signed letter of transmittal, and all
other documents required by the letter of transmittal, to the exchange
agent at one of the addresses under the heading "--Exchange Agent" before
the expiration of the exchange offer, or

. comply with DTC's automated tender offer program procedures, which are
described below;

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<PAGE>

AND

. the exchange agent must receive your old notes with the letter of
transmittal, or

. the exchange agent must receive, before the expiration of the exchange
offer, a timely book-entry confirmation of old notes into the exchange
agent's account at DTC based on the procedure for book-entry transfer
described below, or

. you must comply with the guaranteed delivery procedures described
below.

The method of delivery of old notes, letters of transmittal and all other
required documents is at your election and risk. If delivery is by mail, we
recommend that you use registered mail, properly insured, with return receipt
requested. In all cases, you should allow sufficient time for timely delivery.
You should not send any letters of transmittal or old notes to us.

If you wish to tender your old notes but they are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee, you should
contact the registered holder and instruct it to tender on your behalf. If you
are the registered holder of old notes owned by another person, you should
contact the owner and take instructions from the owner about participating in
the exchange offer.

How to sign your letter of transmittal and other documents.

Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the old notes are tendered:

. by a registered holder of the old notes who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal, or

. for the account of an eligible guarantor institution within the meaning
of Rule 17Ad-15 under the Exchange Act.

If signatures are required to be guaranteed, the guarantees must be by:

. a member of or participant in the Securities Transfer Agents Medallion
Program or the New York Stock Exchange Medallion Signature Program,

. a member of a national securities exchange or the National Association of
Securities Dealers, Inc.,

. a commercial bank or trust company having an office or correspondent in
the United States, or

. an eligible guarantor institution within the meaning or Rule 17Ad-15 of
the Exchange Act.

If old notes tendered for exchange are registered in the name of a person
other than the person signing the letter of transmittal, they must be endorsed,
or accompanied by a written instrument of transfer or exchange satisfactory to
us in our sole discretion and signed by the registered holder with the
signature guaranteed by an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered
holder of old notes, they must be endorsed or accompanied by appropriate powers
of attorney, in either case signed exactly as the name of the registered holder
appears on the old notes.

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If the letter of transmittal or any old notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, these persons should so indicate when signing. Unless we waive this
requirement, they should submit proper evidence satisfactory to us of their
authority to act.

The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. These participants may, instead of physically completing and
signing the letter of transmittal and delivering it to the exchange agent,
transmit their acceptance of the exchange offer electronically by causing DTC
to transfer the old notes to the exchange agent. DTC will then send an agent's
message to the exchange agent. An agent's message forms part of the book-entry
confirmation that:

. DTC has received an express acknowledgment from a participant in its
automated tender offer program that is tendering old notes that are the
subject of the book-entry confirmation;

. the participant has agreed to be bound by the terms of the letter of
transmittal or, in the case of an agent's message relating to guaranteed
delivery, that the participant has agreed to be bound by the applicable
notice of guaranteed delivery; and

. the agreement may be enforced against the participant.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Promptly after the expiration date, we will accept all properly tendered old
notes and will issue the new notes if none of the events described in "--
Certain Conditions to the Exchange Offer" has occured. We will be deemed to
have accepted properly tendered old notes for exchange when we give oral or
written notice of acceptance to the exchange agent.

We will issue new notes in exchange for accepted old notes only after the
exchange agent timely receives:

. old notes, or a book-entry confirmation that the old notes have been
transferred into the exchange agent's account at DTC, and

. a properly completed and duly executed letter of transmittal and all
other required documents, or a properly transmitted agent's message.

If we do not accept any tendered old notes for any reason or if you submit
certificates representing old notes in a greater principal amount than you wish
to exchange, we will return your unaccepted or non-exchanged old notes. If you
tendered these old notes by book-entry transfer into the exchange agent's
account at DTC, your account at DTC will be credited with the non-exchanged old
notes. In either case, there will be no cost to you, and this will be done as
soon as possible after the exchange offer is over. If we have not accepted
properly tendered old notes within 40 business days from the commencement of
the exchange offer, you may withdraw your tender in the manner described in "--
Withdrawal Rights."

Book-Entry Transfer

The exchange agent will make a request to establish an account in its name
at DTC with respect to the old notes for purposes of the exchange offer
promptly after the date of this prospectus. Any

23
<PAGE>

participant in DTC's systems may make book-entry delivery of old notes by
causing DTC to transfer old notes into the exchange agent's account in
accordance with DTC's automated tender offer program procedures for transfer.
Holders of old notes who are unable to deliver confirmation of the book-entry
tender of their old notes into the exchange agent's account at DTC or all other
documents required by the letter of transmittal to the exchange agent before
the exchange offer expires must tender old notes according to the guaranteed
delivery procedures described below. Delivery of documents to DTC does not
constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

If you wish to tender old notes but:

. they are not immediately available,

. you cannot deliver your old notes or the letter of transmittal or other
required documents to the exchange agent before the exchange offer
expires, or

. you cannot comply with the procedure for book-entry transfer before the
exchange offer expires,

then, you may tender your old notes if:

. the tender is made through an eligible guarantor institution;

. before expiration of the exchange offer, the exchange agent receives from
the eligible guarantor institution a properly completed and duly executed
notice of guaranteed delivery, by facsimile transmission, mail or hand
delivery, or a properly transmitted agent's message and notice of
guaranteed delivery. Any notice of guaranteed delivery must state:

. the name and address of the holder of old notes,

. the amount of old notes tendered,

. that the tender is being made by guaranteed delivery, and

. that within five New York Stock Exchange trading days after the date
that the notice of guaranteed delivery was signed, the old notes or a
book-entry confirmation, together with the letter of transmittal and
any other documents required by the letter of transmittal, will be
deposited by the eligible guarantor institution with the exchange
agent; and

. the exchange agent receives the old notes, or a book-entry confirmation,
together with the letter of transmittal and all other documents required
by the letter of transmittal, within five New York Stock Exchange trading
days after the date that the notice of guaranteed delivery was signed.

Withdrawal Rights

You may withdraw your tender of old notes at any time before expiration of
the exchange offer. You may also withdraw your tender of old notes if we have
not accepted them for exchange within 40 business days from the commencement of
the exchange offer. For a withdrawal to be effective:

. the exchange agent must receive a written notice of withdrawal at one of
the addresses listed under the heading "--Exchange Agent," or

24
<PAGE>

. you must comply with DTC's automated tender offer program system.

Any notice of withdrawal must specify:

. the name of the person who tendered the old notes to be withdrawn,

. the old notes to be withdrawn, including the principal amount of such old
notes,

. if certificates for old notes have been delivered, the name in which the
old notes are registered, if different from that of the person
withdrawing,

. if certificates for old notes have been delivered or otherwise identified
to the exchange agent, the serial numbers of the particular certificates
to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an eligible guarantor institution, unless the withdrawing
holder is an eligible guarantor institution, and

. if old notes have been tendered by book-entry transfer, the name and
number of the account at DTC to be credited with the withdrawn old notes.
In this case, the notice of withdrawal must otherwise comply with DTC's
procedures.

We will determine all questions of validity, form and eligibility, including
time of receipt, of notices of withdrawal. Our determination shall be final and
binding on all parties. We will deem any properly withdrawn old notes not to
have been validly tendered for exchange in the exchange offer. If you have
properly withdrawn old notes and wish to re-tender them, you may do so at any
time before the exchange offer expires by following one of the procedures
described under the heading "--Procedures for Tendering Old Notes."

Certain Conditions to the Exchange Offer

Despite any other provisions of the exchange offer, we will not be required
to accept old notes for exchange or issue new notes, and we may terminate or
amend the exchange offer, if at any time before acceptance of old notes or
issuance of new notes:

. the exchange offer would violate applicable law or any applicable
interpretation of the staff of the SEC, or

. there is or has been threatened any judicial or administrative proceeding
that would prevent us from continuing with the exchange offer.

These conditions are for our benefit only, and we may assert them regardless
of the circumstances giving rise to them. If we fail to exercise the rights
described above, we shall not be deemed to have waived these rights. These
rights shall continue, and we may assert any of them at any one or more times.

In addition, we will not accept old notes or issue new notes if there is or
has been threatened a stop order involving the exchange offer or the
qualification of the indenture under the Trust Indenture Act of 1939.

Exchange Agent

We have appointed State Street Bank and Trust Company as the exchange agent
for the exchange offer. You should send all executed letters of transmittal and
you should direct all

25
<PAGE>

questions and requests for help and all requests for copies of this prospectus,
the letter of transmittal and notices of guaranteed delivery to the exchange
agent at one of the following addresses:

By Registered or Certified
By Overnight Courier or Hand Mail:
Delivery:

State Street Bank and Trust
State Street Bank and Trust Company Company
Corporate Trust Department Corporate Trust Department
2 Avenue de Lafayette P.O. Box 778
Corporate Trust Window, Fifth Floor Boston, Massachusetts 02102-
Boston, Massachusetts 02111-1724 0078
Attn: Kellie Mullen Attn: Kellie Mullen

By Facsimile Transmission:

Telephone: (617) 664-5587
Facsimile: (617) 662-1452
Attn: Kellie Mullen

Delivery to an address or location that is not shown above is not valid
delivery.

Fees and Expenses

We are contacting you by mail about the exchange offer. We may make
additional offers by telegraph, telephone, fax or in person by our officers,
regular employees and affiliates. We will not pay our officers, employees or
affiliates to do this.

We will not pay brokers, dealers or others who seek acceptances of the
exchange offer. We will, however, pay all costs required by the registration
rights agreement, including:

. all registration and filing fees and expenses,

. all costs to comply with securities laws,

. all printing expenses, and

. the fees and expenses of our lawyers and accountants.

In addition, we have agreed to reimburse the initial purchasers of the old
notes and others who are participating in the "Plan of Distribution," as a
group, for the fees and expenses of one lawyer.

Transfer Taxes

We will pay any transfer taxes that apply to the exchange of old notes in
the exchange offer, unless:

. you instruct us to register new notes in the name of a person other than
the registered holder;

. you ask us to return old notes not tendered or accepted for exchange to a
person other than the registered holder; or

. the tendered old notes are registered in the name of a person other than
the person who signed the letter of transmittal.

In any of these cases, you will be required to pay any transfer taxes that
apply.

26
<PAGE>

Accounting Treatment

We will record the new notes at the same carrying value as the old notes,
which is the total principal amount shown in our accounting records on the date
of the exchange. We will not recognize gain or loss for accounting purposes
because of the exchange offer. We will record the expenses of the exchange
offer over the term of the new notes.

U.S. Federal Tax Considerations

The economic terms of the new notes and the old notes are identical. Your
exchange of old notes for new notes in the exchange offer should not be taxable
for U.S. federal income tax purposes:

. you should not recognize taxable gain or loss when you exchange your old
notes for new notes;

. you will be deemed to have held your new notes for as long as you held
your old notes; and

. you will have the same tax basis in your new notes as you had in your old
notes.

You should read the section entitled "Certain U.S. Federal Tax
Considerations" before deciding to exchange your old notes for new notes.

Participation in the Exchange Offer; Untendered Notes

Participation in the exchange offer is voluntary. We urge you to consult
your financial and tax advisors before making your decision.

When we exchange all properly tendered old notes in this exchange offer, we
will have satisfied an obligation of the registration rights agreement. If you
do not tender your old notes in the exchange offer, you will still hold old
notes. You will have no further registration rights for your old notes, and
there will be restrictions on the transfer of your old notes. You should read
the risk factors under the heading "Risks Related to the Exchange Offer" when
deciding to exchange your old notes.

We may in the future seek to acquire untendered old notes in the open
market, through privately negotiated transactions or subsequent exchange offers
or otherwise. We intend to comply with applicable law in doing so. We do not
have any present plan to acquire any old notes that are not tendered in the
exchange offer or to file a registration statement to permit resales of these
notes. In some instances, however, the registration right agreement may require
us to file a registration statement to permit resales of the untendered old
notes.

27
<PAGE>

HOW WE WILL USE THE PROCEEDS OF OUR FINANCINGS

We received approximately $383.5 million from our financings after we
deducted the discount payable to the initial purchasers of the old notes and
the estimated costs to sell the old notes. Our financings included the sale of
the old notes, our sale of $55.0 million of preferred stock and our new $130.0
million credit facilities. We intend to use this $383.5 million and our $17.0
million of cash at September 30, 1999:

. to build out our PCS operations and cover anticipated operating losses,
which we believe will cost approximately $294.7 million, and

. for other general corporate purposes.

We used some of the proceeds to repay $97.6 million of our credit facilities
at US Unwired and LA Unwired, which would have matured on varying dates between
June 30, 2005 and September 30, 2007, and which bore interest at our option at
floating rates tied to the London Interbank Offering Rate, the U.S. Treasury
Securities rate or the prime rate.

We will not receive any cash from the issuance of the new notes. Instead, we
will receive old notes in the same principal amount as the new notes issued. We
will retire and cancel the old notes surrendered in the exchange offer, and
they cannot be reissued. Issuance of the new notes will not change our amount
of outstanding debt.

28
<PAGE>

OUR CAPITALIZATION

The table below shows the actual cash and capitalization of US Unwired as of
December 31, 1999. You should read this table with our consolidated financial
statements and related notes, which are included in this prospectus.

<TABLE>
<CAPTION>
As of
December 31,
1999
--------------
(In thousands)
<S> <C>
Cash............................................................. $ 16,848
Marketable securities............................................ 141,453
--------
Total.......................................................... $158,301
========
Debt, including current maturities:
US Unwired Senior Credit Facilities............................ $ --
Notes.......................................................... 214,045
Other debt(/1/)................................................ 13,875
--------
Total debt................................................... 227,920
--------
Mandatory redeemable convertible preferred stock................. 50,000
Stockholders' equity:
Common stock................................................... 113
Additional paid-in capital..................................... 2,634
Accumulated other comprehensive income......................... 474
Retained earnings.............................................. 26,735
--------
Total stockholders' equity................................... 29,956
--------
Total capitalization......................................... $307,876
========
</TABLE>
- --------

(/1/) Of the balance shown, $11.8 million comprises debt of an unrestricted
subsidiary which are non-recourse obligations to US Unwired.

29
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The table below shows some of our historical financial information based on
our audited consolidated financial statements for each of the five years in the
period ended December 31, 1999. You should read this information with our
consolidated financial statements and the related notes and the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," all of which are included in this prospectus.

You should keep in mind the following points as you read this information:

. in July 1998, we sold all of our cellular assets related to our
Mississippi, Alabama and Kansas markets, including our majority interest
in Mississippi 34 Cellular Corporation;

. in August 1998, we ended our practice of reselling the PCS service of
Meretel when we sold our wholesale PCS subscribers to Meretel; and

. the results for LA Unwired and LEC Unwired are consolidated with those of
US Unwired for 1999 due to US Unwired's increased equity ownership in
both companies in 1999, but results are presented on the equity method
for 1998.

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------
1995 1996 1997 1998(/1/)(/2/) 1999(/3/)
------- -------- -------- -------------- ---------
Statement of Operations
Data: (In thousands)
<S> <C> <C> <C> <C> <C>
Total revenues............ $39,252 $ 61,893 $ 74,668 $71,711 $ 63,865
Net income (loss)......... 2,603 3,854 (1,509) 28,921 (24,167)

Other Financial Data:

Ratio of earnings to fixed
charges(/4/)............. 2.0 1.9 -- 8.8 --
Earnings to cover fixed
charges.................. -- -- $ 2,000 -- $ 44,100

<CAPTION>
At December 31,
---------------------------------------------------
1995 1996 1997 1998(/2/) 1999(/3/)
------- -------- -------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data: (In thousands)
Total assets.............. $78,754 $132,328 $142,133 $89,914 $332,476
Long-term debt, including
current maturities....... 52,051 95,901 100,066 29,067 227,920
</TABLE>
- --------
(1) In July 1998, in anticipation of the Sprint PCS buildout, US Unwired sold
all of its cellular assets related to its Mississippi, Alabama and Kansas
markets, along with its majority ownership interest in Mississippi 34
Cellular Corporation, for $161.5 million. This transaction resulted in a
gain of approximately $57.4 million which is included in net income (loss).
(2) In June 1998, Meretel returned its PCS licenses to the FCC in exchange for
cancellation of Meretel's debt and interest owed to the FCC. Meretel
returned its PCS licenses so it could manage Sprint PCS's licenses in
Meretel's service areas. This transaction resulted in a loss of $3.5
million, and our partnership share of that loss, which is approximately
$850,000, is included in net income (loss).

(3) In 1999, US Unwired made a series of capital contributions to LA Unwired
and LEC Unwired, which increased its ownership percentage in LA Unwired to
93.7% and in LEC Unwired to 56.7% as of December 31, 1999. As a result, the
operating results for 1999 include the operations of LA Unwired and LEC
Unwired on a consolidated basis.

(4) For purposes of calculating the ratio of earnings to fixed charges,
earnings represent income before income taxes, plus the equity in loss of
affiliates, plus fixed charges. Earnings are reduced by the equity in loss
of affiliates related to Meretel because US Unwired guarantees a portion of
Meretel's debt. Fixed charges consist of interest expense on all
indebtedness plus the interest portion of rental expense, which US Unwired
estimates to be representative of an interest factor, and amortization of
debt issuance costs.

30
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this section with our consolidated financial statements and
the related notes in this prospectus. This section contains forward-looking
statements. You should read the risk factor about forward-looking statements.

Overview

We currently offer PCS service in twelve markets covering an aggregate
population of 3.3 million. These markets are Beaumont-Port Arthur, Longview-
Marshall, Lufkin-Nacogdoches, Texarkana and Tyler, Texas, and Alexandria, Baton
Rouge, Houma-Thibodaux, Lafayette, Lake Charles, Monroe and Shreveport,
Louisiana. As of December 31, 1999, we had approximately 52,000 subscribers
within these twelve markets (assuming completion of the Meretel transaction
described below). This phase of our buildout represents 403 constructed and co-
located towers. In addition, we have begun radio frequency design, network
design and cell site engineering in the remaining markets to be built out. We
expect to complete network construction of our markets and be providing PCS
service to a licensed population of approximately 8.3 million by December 2000
and to our entire service area licensed population of approximately 9.9 million
by June 2001. Thereafter, we will continue buildout coverage as needed.

Beginning in 1987, we acquired 14 cellular rural markets and one cellular
metropolitan market in Louisiana, Mississippi, Alabama and Kansas. In July
1998, we sold our cellular markets in Mississippi, Alabama and Kansas for gross
proceeds of $161.5 million. We kept the Lake Charles, Louisiana cellular
market, which had approximately 59,000 cellular subscribers and 24,000 paging
subscribers as of December 31, 1999. As a result of these transactions, there
is no comparability of the results for 1999, 1998 and 1997.

31
<PAGE>

In 1995, US Unwired formed Meretel Communications Limited Partnership to bid
for, develop and operate PCS licenses in specified markets. In the original
partnership agreement, Meretel's general partner, Wireless Management
Corporation, owned 2%; US Unwired, Fort Bend Telephone Company, and EATELCORP,
Inc. each owned 24 1/3%; XIT Leasing, Inc. owned 5%; and Meretel Wireless, Inc.
owned 20%. The FCC awarded Meretel the PCS licenses for the Baton Rouge,
Lafayette and Hammond, Louisiana and Beaumont and Lufkin, Texas markets. US
Unwired and EATEL jointly managed Meretel through the completion of the
buildout of the Beaumont, Lafayette and Baton Rouge markets in November 1997.
After completing buildout of the first three markets, Meretel sold wholesale
wireless minutes to US Unwired and EATEL, both of which resold the minutes to
the general public.

On June 8, 1998, Meretel returned its five PCS licenses to the FCC and
agreed to manage Sprint PCS's spectrum in those five markets. On August 1,
1998, we sold our wholesale PCS subscriber base in the Beaumont, Lafayette and
Baton Rouge markets to Meretel, so Meretel could operate as a retailer of PCS
services. At the same time, US Unwired agreed to manage Meretel's retail
operations, including sales, customer care and back end services. EATEL
continued to buy wholesale wireless minutes from Meretel.

The owners of Meretel recently restructured the partnership. Under the new
agreement:

. Meretel transferred ownership of the Beaumont-Port Arthur and Lufkin-
Nacogdoches markets to Texas Unwired, a general partnership of which US
Unwired owns 80% and is the managing partner;

. we transferred to Meretel the Biloxi, Mississippi market;

. EATEL sold its wholesale PCS subscriber base to Meretel; and

. Meretel will continue to manage the Lafayette, Hammond, Baton Rouge and
Biloxi markets for Sprint PCS.

We now own approximately 13.3% of Meretel. We have terminated our management
agreement with Meretel. We plan to transfer our partnership interests in Texas
Unwired and Meretel to LA Unwired. As of December 31, 1999, Meretel had
approximately 51,000 subscribers. Approximately 13,000 of these subscribers are
in the markets owned by Texas Unwired.

As of December 31, 1999, we owned 93.7% of LA Unwired and 56.7% of LEC
Unwired. At December 31, 1999, LA Unwired had $18.1 million in revenues and a
subscriber base of approximately 34,000 compared to $1.5 million in revenues
and a subscriber base of approximately 6,000 at December 31, 1998.

Results of Operations

1999 compared to 1998.

You should keep in mind the following points when reading these results:

. in July 1998, we sold all of our cellular assets related to our
Mississippi, Alabama and Kansas markets and our majority interest in
Mississippi 34 Cellular Corporation. Accordingly, the results for 1998
include the operating results of the sold assets, but the results for
1999 do not;

32
<PAGE>

. in August 1998, we ended our practice of reselling Meretel's PCS service
when we sold our wholesale PCS subscribers to Meretel. Thus, the results
for 1998 include PCS reseller activity, but the results for 1999 do not;
and

. results for LA Unwired and LEC Unwired are consolidated with those of US
Unwired for 1999 due to US Unwired's increased equity ownership in both
companies in 1999, but results are presented on the equity method for
1998.

Revenues

<TABLE>
<CAPTION>
Years Ended
December 31,
---------------
1998 1999
------- -------
<S> <C> <C>
Subscriber revenues.......................................... $48,723 $44,967
Roaming revenues............................................. 11,914 10,867
Merchandise sales............................................ 3,915 5,371
Other revenue................................................ 7,159 2,660
------- -------
Total revenues............................................. $71,711 $63,865
======= =======
</TABLE>

Subscriber revenues were $45.0 million for 1999 compared to $48.7 million
for 1998. The decrease of $3.7 million was attributable to the sale of selected
cellular markets in 1998, which generated $13.5 million of revenues through the
point of sale in July 1998 and the loss of $2.1 million of subscriber revenue
related to the conclusion of our PCS reseller activity. Additionally, cellular
and paging revenues for our Louisiana cellular markets decreased $3.7 million.
These decreases were offset by the consolidation of LA Unwired and LEC Unwired
in 1999, which generated subscriber revenue of $10.3 million and $5.3 million,
respectively.

Roaming revenues were $10.9 million for 1999 compared to $11.9 million for
1998. The decrease of $1.0 million is attributable to the sale of selected
cellular markets in 1998, which generated roaming revenues of $5.3 million
through the point of sale in July 1998. This decrease was offset by the 1999
consolidation of LA Unwired which generated roaming revenue of $3.6 million in
1999. In addition, 1999 roaming revenue for our Louisiana cellular markets
increased $600,000 over 1998.

Merchandise sales were $5.4 million for 1999 compared to $3.9 million for
1998. This increase of $1.5 million was substantially due to the inclusion of
LA Unwired as a consolidated entity in 1999, resulting in an additional $4.0
million in merchandise sales. Offsetting the increase was the inclusion of PCS
reseller activity in 1998 amounting to $1.6 million, which was discontinued in
August 1998 when we sold our Meretel market PCS subscribers to Meretel, and the
inclusion of $500,000 in 1998 merchandise sales attributable to the sale of
selected cellular markets sold in July 1998. Louisiana market cellular and
paging merchandise sales decreased $400,000 from 1998.

Other revenues were $2.7 million in 1999 compared to $7.2 million in 1998.
PCS reseller activity, which concluded in August 1998, accounted for $2.2
million. LA Unwired and LEC Unwired management fees accounted for $1.7 million
in 1998, and were eliminated in consolidation in 1999. We collected $1.7
million in management fees in 1998 for management services following the sale
of selected markets. This was offset by an increase in 1999 of management fees
related to Meretel of $1.3 million.

33
<PAGE>

Operating Expenses

Cost of service was $23.2 million for 1999 as compared to $18.6 million for
1998. The increase of $4.6 million was primarily due to the inclusion of LA
Unwired and LEC Unwired presented in 1999 on a consolidated basis versus an
equity basis in 1998. Cost of service in 1999 for LA Unwired and LEC Unwired
was $10.1 million and $3.5 million, respectively. This increase was offset by
the 1998 sale of selected cellular markets and the conclusion of PCS reseller
activity that accounted for 1998 cost of service of $6.2 million and $1.5
million, respectively. Cost of service in our Louisiana cellular and paging
markets decreased $1.3 million.

Merchandise cost of sales was $12.0 million for 1999 and $10.8 million for
1998. This increase of $1.2 million is primarily the result of the inclusion in
1998 of merchandise cost of sales of $1.5 million associated with selected
cellular markets sold in 1998, and the inclusion of $4.2 million of merchandise
sales in 1998 related to PCS reseller activity that was concluded in 1998. The
inclusion of LA Unwired on a consolidated basis in 1999 added $9.2 million to
cost of sales. Merchandise cost of sales for our Louisiana cellular and paging
properties decreased $2.3 million.

General and administrative expenses were $23.4 million for 1999 and $17.2
million for 1998, an increase of $6.2 million. The sale of selected cellular
markets in 1998 resulted in a $2.4 million decrease and the conclusion of PCS
reseller activity in 1998 accounted for a $1.6 million decrease. This was
offset by the inclusion of LA Unwired and LEC Unwired in 1999 on a consolidated
basis which added $6.5 million and $3.9 million, respectively, to 1999.
Louisiana cellular and paging markets remained unchanged and included an
adjustment to salaries of $799,000 for the compensation associated with the
issuance of stock options below market value.

Sales and marketing expenses were $15.0 million for 1999 and $10.9 million
for 1998. This increase of $4.1 million is primarily the result of the 1999
consolidation of LA Unwired and LEC Unwired, which accounted for $8.3 million
and $2.2 million, respectively. This was offset by $3.2 million associated with
the sale of selected markets in 1998 and $3.6 million associated with PCS
reseller activity which concluded in 1998. Louisiana cellular and paging
markets increased by $400,000.

Depreciation and amortization expense was $21.4 million for 1999 and $9.8
million for 1998, an increase of $11.6 million. The inclusion of LA Unwired and
LEC Unwired in 1999 added $13.5 million and $2.0 million, respectively.
Louisiana cellular and paging markets increased $1.3 million. These increases
were partially offset by the elimination of $5.2 million related to the sale of
selected cellular markets in 1998.

Operating Income/(Loss)

Total operating loss for 1999 was $31.3 million as compared to operating
income of $4.5 million for 1998. This decrease of $35.8 million is primarily
the result of the reduction of income associated with the sale of selected
cellular markets of $800,000; losses of $29.1 million associated with the
start-up of LA Unwired; losses of $6.5 million associated with the start-up of
LEC Unwired; and a decrease in operating income of $3.9 million related to our
Louisiana cellular markets, which includes $799,000 related to option
compensation. These decreases were offset by the conclusion of our PCS reseller
activity that resulted in operating losses of $5.0 million in 1998.

34
<PAGE>

Other Income/(Expense)

<TABLE>
<CAPTION>
Years Ended
December 31,
-----------------
1998 1999
------- --------
<S> <C> <C>
Interest expense......................................... $(6,157) $(11,877)
Interest income.......................................... 1,778 3,008
Other income/(expense)................................... -- 587
Losses on sale of assets................................. (114) --
Gain on sale of selected markets......................... 57,364 819
Gain on sale of PCS customer base to affiliate........... 2,285 --
------- --------
Total other income/(expense)........................... $55,156 $ (7,463)
======= ========
</TABLE>

Interest expense was $11.9 million for 1999 and $6.2 million for 1998. Our
outstanding debt was $227.9 million at December 31, 1999 as compared to $29.1
million at December 31, 1998. The increase in debt was the result of our debt
offering. Interest income was $3.0 million for 1999 and $1.8 million for 1998.
Interest income in 1999 was associated with the proceeds from the debt
offering. Interest income in 1998 was associated with the sale of selected
cellular markets. Other income for the year ended December 31, 1999 represents
income earned on the settlement of LA Unwired's interest rate swap agreement.

Gain on sale of markets was $57.4 million in 1998. In 1998, we received
gross proceeds of $161.5 million from the sale of selected cellular markets.
The $819,000 recognized in 1999 is also associated with the 1998 sale, as we
concluded our settlement of the working capital and related items relative to
the original sale.

The gain on sale of PCS reseller base to affiliate was $2.3 million in 1998,
which was the result of our conclusion of PCS reseller activity in August 1998
and our sale of certain PCS subscribers to Meretel.

Extraordinary Item--Early Extinguishment of Debt

In 1999, we recognized an expense of $3.0 million associated with our early
retirement of long term debt in connection with our note offering.

Minority Interest in Subsidiaries

Minority interest in losses of subsidiaries was $11.9 million for 1999 and
$0 in 1998. The increase in minority interest in losses of subsidiaries results
from the consolidation of LA Unwired and LEC Unwired in 1999 and represents the
portion of the losses from LA Unwired and LEC Unwired allocable to minority
shareholders of these subsidiaries.

Equity in Losses of Affiliates

Equity in losses of affiliates was $4.9 million for 1999 and $13.0 million
in 1998. The decrease of $8.1 million is primarily due to the consolidation of
LA Unwired and LEC Unwired in 1999 versus reporting for the losses for these
companies under the equity method in 1998.

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EBITDA

Earnings before interest, taxes, depreciation and amortization (EBITDA) was
$(9.8) million for 1999 as compared to $14.3 million in 1998. The decrease of
$(24.1) million was primarily the result of the consolidation of LA Unwired and
LEC Unwired in 1999, accounting for losses of $(10.9) million and $(4.0)
million respectively; the decrease of $6.2 million of EBITDA resulting from the
sale of the selected cellular markets; the decrease of $4.9 million related to
our PCS reseller activity which concluded in 1998; and the increase of $1.9
million EBITDA related to our Louisiana cellular markets.

Cash flow from operating, investing and financing activities decreased $15.6
million in 1999 compared to an increase of $27.5 million in 1998, a decrease of
$43.1 million. Operating activities increased $8.0 million, investing
activities decreased $310.1 million and financing activities increased $259.0
million, accounting for the $43.1 million change.

Cash used in operating activities was $6.7 million in 1999 compared to $14.7
million in 1998, a decrease of $8.0 million. Major variances included a
decrease of $53.1 million in net income that was offset by a 1998 gain of $59.5
million on the sale of selected markets, a decrease of $8.1 million in equity
losses from affiliates as LA Unwired and LEC Unwired were consolidated in 1999
and included in equity losses in 1998 and an $799,000 charge to compensation
for stock options issued below estimated market value.

Cash used in investing activities was $196.9 million in 1999 compared to
$113.2 million provided by investing activities in 1998, a decrease of $310.1
million. Major variances included $140.7 million used in 1999 to purchase
marketable securities, a 1999 increase in capital expenditures of $37.6 million
and $154.9 million realized in 1998 from the sale of selected markets offset by
$6.5 million used to purchase licenses in 1998 and a $14.2 million decrease in
investments in unconsolidated affiliates.

Cash flow provided by financing activities was $188.0 million in 1999
compared to $71.0 million used in financing activities in 1998, an increase of
$259.0 million. Proceeds of long-term debt increased $222.3 million, principal
payments on long-term debt decreased $2.4 million and proceeds from the
issuance of preferred stock increased $50.0 million. Additionally, $15.7
million was paid for debt in issuance costs associated with the long-term debt
offering.

Therefore, this measure may not be comparable to similarly titled measures
reported by other companies. EBITDA is included because management believes it
to be a useful tool for analyzing operating performance, leverage, liquidity,
and a company's ability to service debt. There are no legal or functional
requirements that limit management's discretionary use of funds depicted by
EBITDA, such as the need to conserve funds for capital expenditures, dividend
payments, debt service or other commitments or uncertainties.

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1998 compared to 1997.

You should keep in mind the following points when reading these results:

. the 1997 financial information includes 12 months of operating results
from the assets related to our selected cellular markets that we sold in
July 1998, and the 1998 financial information reflects only six months of
operations for those assets along with the gain from the sale of those
assets; and

. the 1998 financial information includes the results of seven months of
PCS reseller activity, and the 1997 financial information includes the
results of only three months of PCS reseller activity.

Revenues
<TABLE>
<CAPTION>
Twelve Months
Ended
December 31,
---------------
1997 1998
------- -------
(In thousands)
<S> <C> <C>
Subscriber revenues....................................... $53,255 $48,723
Roaming revenues.......................................... 16,079 11,914
Merchandise sales......................................... 2,685 3,915
Other revenues............................................ 2,649 7,159
------- -------
Total revenues............................................ $74,668 $71,711
======= =======
</TABLE>

Subscriber revenues were $48.7 million for 1998 as compared to $53.3 million
for 1997. The primary reason for this decrease of $4.6 million was our 1998
sale of selected cellular markets. Subscriber revenues for the selected
cellular markets in 1997 was $24.2 million as compared to $13.7 million in
1998, resulting in a decrease of $10.5 million. Offsetting the reduction in
revenues from the sale of selected cellular markets was the increase in
subscriber revenues from our Louisiana cellular markets of $4.0 million and
$1.9 million from our PCS reseller activity.

Roaming revenues were $11.9 million for 1998 as compared to $16.1 million
for 1997. This decrease of $4.2 million was primarily a result of our 1998 sale
of selected cellular markets. Roaming revenues for the selected cellular
markets sold were $10.2 in 1997 million as compared to $5.6 million for 1998,
resulting in a decrease of $4.6 million. Our Louisiana cellular markets had
roaming revenues of $6.3 million for 1998 as compared to $5.8 million for 1997,
representing an increase of $500,000.

Merchandise sales were $3.9 million for 1998 as compared to $2.7 million for
1997. This increase of $1.2 million was primarily the result of an increase of
11,000 in gross additional subscribers from PCS reseller activity resulting in
an increase of $1.2 million in merchandise sales.

Other revenues were $7.2 million for 1998 as compared to $2.6 million for
1997. This increase of $4.6 million was primarily the result of an increase in
management fee revenue of $3.1 million and incentive revenue of $1.0 million
from Meretel for our gross additions of 2,900 PCS reseller subscribers.

Operating Expenses

Cost of service was $18.6 million for 1998 as compared to $20.1 million for
1997. This decrease of $1.5 million was mainly attributable to our 1998 sale of
selected cellular markets, which

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<PAGE>

generated cost of service of $6.7 million for 1998 as compared to $9.7 million
for 1997, resulting in a decrease of $3.0 million. An increase of $1.3 million
in PCS reseller cost of service and an increase of $200,000 in our Louisiana
cellular markets' cost of service offset this decrease.

Merchandise cost of sales was $10.8 million for 1998 as compared to $8.9
million for 1997. This increase of $1.9 million was primarily the result of
our gross additional subscribers of 11,000 from our PCS reseller activity,
resulting in an increase of $3.3 million in merchandise cost of sales. We
incurred an additional increase of $400,000 in merchandise cost of sales
relating to our Louisiana cellular markets. This increase was offset by a
decrease of $1.8 million related to our 1998 sale of selected cellular
markets.

General and administrative expenses were $17.2 million for 1998 as compared
to $12.7 million for 1997. This increase of $4.5 was attributable to
additional employee costs, despite our having sold the selected cellular
markets, as the majority of our employees were redeployed to manage the
expansion of our PCS activity through LA Unwired and Meretel and to establish
our data and CLEC activities through LEC Unwired. US Unwired manages these
subsidiaries, employs the majority of personnel for these operations and
charges a management fee to these subsidiaries for these management services.

Sales and marketing expenses were $10.9 million for 1998 as compared to
$10.9 million for 1997.

Depreciation and amortization was $9.8 million for 1998 as compared to
$12.5 million for 1997. This decrease of $2.7 million was primarily the result
of our 1998 sale of depreciable assets related to the selected cellular
markets. Depreciation and amortization for the selected cellular markets was
$9.8 million in 1997 as compared to $5.6 million in 1998, resulting in a
decrease of $4.2 million. An increase of $1.5 million in depreciation and
amortization of our Louisiana cellular markets offset this decrease.

Operating Income

Operating income was $4.5 million for 1998 as compared to $9.6 million for
1997. The decrease of $5.1 million was primarily the result of an increase in
losses resulting from our PCS reseller activity of $4.4 million and $4.0
million related to our 1998 sale of selected cellular markets. These decreases
were offset by an increase of $3.3 million in operating income related to our
Louisiana cellular markets.

Other Income/Expense

<TABLE>
<CAPTION>
Twelve Months Ended
December 31,
--------------------
1997 1998
--------- ---------
(In thousands)
<S> <C> <C>
Interest expense.................................. $ (8,580) $ (6,157)
Interest income................................... 1,690 1,778
Other costs....................................... (1,082) --
Losses on sale of assets.......................... -- (114)
Gain on sale of markets........................... -- 57,364
Gain on sale of PCS reseller customer base to
affiliate........................................ -- 2,285
--------- ---------
Total other income/(expense)...................... $ (7,972) $ 55,156
========= =========
</TABLE>

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<PAGE>

Interest expense was $6.2 million for 1998 as compared to $8.6 million for
1997. This decrease of $2.4 million was the result of our application of a
portion of the proceeds from our 1998 sale of selected cellular markets to our
outstanding debt obligations. Total long-term debt decreased from $100.1
million at December 31, 1997 to $29.1 million at December 31, 1998.

Interest income was $1.8 million for 1998 as compared to $1.7 million for
1997. Interest income for 1998 was primarily generated from our investment of
proceeds from our 1998 sale of selected cellular markets in interest bearing
accounts.

Other costs totaled $1.1 million in 1997 for US Unwired's preparation for an
initial public offering that was canceled due to unfavorable market conditions.

Gain on sale of markets totaled $57.4 million for 1998. This was
attributable to our 1998 sale of selected cellular markets. Gross proceeds
allocated to us from the sale totaled $161.5 million.

The gain on the sale of PCS reseller customer base to affiliate totaled $2.3
million for 1998. This was the result of our conclusion of PCS reseller
activity in August 1998 and our sale of certain PCS subscribers to Meretel.

Minority interest in losses of subsidiaries

Minority interest in losses of subsidiaries was $0 for 1998 as compared to
$134,000 for 1997. The 1997 amount relates to the portion of the losses from
Mississippi 34 Cellular Corporation allocable to the minority shareholders of
that corporation. No minority interest in subsidiary is reflected in 1998 due
to the sale of Mississippi 34 Cellular Corporation in July 1998.

Equity in losses of affiliates

Equity in losses of affiliates was $13.0 million for 1998 as compared to
$3.1 million for 1997 resulting in an increase of $9.9 million. US Unwired's
proportionate share of Meretel's losses increased from $3.5 million for 1997 to
$7.2 million for 1998. In their first year of operations in 1998, LA Unwired
contributed losses of $4.7 million, and LEC Unwired contributed losses of $1.2
million. Neither LA Unwired nor LEC Unwired reported any losses in 1997 due to
their commencement of operations in 1998.

Net Income/(Loss)

Net income was $28.9 million for 1998 as compared to a net loss of $1.5
million for 1997. This significant increase of $30.4 million was largely the
result of a one-time gain of $57.4 million from our 1998 sale of selected
cellular markets. This increase was offset by an increase in income tax
expenses of $17.6 million primarily resulting from the gain on sale of selected
cellular markets.

EBITDA

EBITDA was $14.3 million for 1998 as compared to $22.0 million for 1997.
This decrease of $7.7 million was primarily the result of losses of $8.1
million related to our 1998 sale of selected cellular markets and of $4.4
million related to our PCS reseller activity. An increase in EBITDA of $4.8
million related to our Louisiana cellular markets offset the decrease.

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<PAGE>

Cash flow from operating, investing and financing activities was $27.5
million in 1998 as compared to $(1.6) million in 1997. Major variances included
an increase of $30.4 million in net income provided from operations offset by
the $59.5 million gain from the sale of the selected cellular markets. Cash
flow from investing activities was $113.2 million for 1998 and $(17.6) million
in 1997, an increase of $130.8 million. We recognized $154.9 million in the
proceeds from the sale of selected markets offset by $6.5 million to purchase
licenses, an $8.0 million increase in capital expenditures and an increase of
$10.4 million in investments in unconsolidated affiliates. Cash flows from
financing activities was $(71.0) million for 1998 and $3.9 million for 1997.
The difference is the result of an increase in debt payments of $98.1 million
offset by an increase of $23.0 million in proceeds from long term debt.

EBITDA consists of operating income before depreciation and amortization.
Although EBITDA is not calculated in accordance with generally accepted
accounting principals, we believe that EBITDA is widely used as a measure of
operating performance. Nevertheless, EBITDA should not be considered in
isolation or as a substitute for operating income, cash flows from operating
activities, or any other measure for determining our operating performance or
principals. EBITDA is not necessarily indicative of amounts that may be
available for reinvestment in our business or other discretionary uses. In
addition, all companies do not calculate EBITDA in the same manner. Therefore,
this measure may not be comparable to similarly titled measures reported by
other companies. EBITDA is included because management believes it to be a
useful tool for analyzing operating performance, leverage, liquidity, and a
company's ability to service debt. There are no legal or functional
requirements that limit management's discretionary use of funds depicted by
EBITDA, such as the need to conserve funds for capital expenditures, dividend
payments, debt service or other commitments or uncertainties.

Liquidity and Capital Resources

We need approximately $294.7 million to build out our PCS network and to
market and distribute our products and services. We believe that the proceeds
from our financings and internally generated cash will be enough to build out
our network as planned, cover anticipated operating losses and meet our debt
service requirements through December 2001. We expect to cover 65% to 75% of
the population in a majority of markets in our service area by June 2001. We
plan to use this $294.7 million for capital requirements, including capital
expenditures, working capital, debt service requirements and anticipated
operating losses for the period from July 1999 through December 2001. We will
use this capital also for switches, base stations, towers and antennae, radio
frequency engineering, cell site acquisition and construction and microwave
relocation. The actual amounts required to build out our PCS network may vary
materially from these estimates. We may need more capital if we have unforeseen
delays, cost overruns, unanticipated expenses, regulatory expenses, engineering
design changes and other technological risks.

In the past, we have paid our working capital requirements, acquisitions,
capital expenditures and debt service through bank financing and retained
earnings from operations and the one-time gain from our 1998 sale of selected
cellular markets.

On October 29, 1999, we issued approximately $209 million of 13 3/8% senior
subordinated discount notes of US Unwired. These notes are unsecured
obligations of US Unwired. They bear

40
<PAGE>

interest at a rate of 13 3/8% per year, payable twice per year on May 1 and
November 1, beginning May 1, 2005. LA Unwired and Unwired Telecom fully and
unconditionally guarantee our obligations under the notes.

On October 1, 1999, US Unwired entered into a credit facility with CoBank,
ACB, The Bank of New York, BNY Capital Markets, Inc., First Union Capital
Markets Corp., First Union National Bank and other lenders for $130 million. At
December 31, 1999, we had full availability of $130 million under our new
credit facility for the buildout of our PCS network and anticipated operating
losses.

When we issued the old notes, we issued $50 million of series A preferred
stock. The preferred stock is convertible into 13.8% of our common stock,
assuming that all persons who currently have the right to buy common equity
actually buy it. The holders of the preferred stock have dividend, conversion,
registration and voting rights.

On December 31, 1999, LEC Unwired had $11.8 million outstanding under two
senior credit facilities dated July 22, 1998. The first credit facility is a
$15.0 million senior facility with a three year drawdown period and five year
amortization. The second facility is a $3.0 million subordinated facility with
a three year drawdown period and five year amortization. Both facilities mature
on July 1, 2006.

Cash used in operating activities was $6.7 million in 1999. This use
primarily consisted of our net loss of $24.2 million offset by $21.4 million in
depreciation and amortization, $4.9 million in equity losses in affiliates,
$3.9 million in debt extinguishment charges, $4.8 million in debt discount
accretion and $799,000 in non-cash compensation. Other reductions included a
$11.9 million loss in our minority share in affiliates, a $5.3 million decrease
in working capital and a deferred tax benefit of $500,000. Net cash used by
operations for 1998 was $14.7 million, and net cash provided by operations was
$12.0 million in 1997.

Cash used in investing activities was $196.9 million in 1999. These uses
primarily consisted of $58.2 million to purchase property and equipment and
$140.7 million to purchase marketable securities. Net cash provided by
investing activities was $113.2 million in 1998, and net cash used in investing
activities was $17.6 million in 1997.

Cash flow provided by financing activities was $188.0 million in 1999. We
received $252.0 in net proceeds from long-term debt and $50 million from the
issuance of preferred stock. Cash used in financing activities consisted of
$98.4 million in principal payments on long-term debt and $15.7 million of debt
issuance costs. Net cash used in financing activities was $71.0 million in
1998, and net cash provided by financing activities was $3.9 million in 1997.

Seasonality

Like the wireless communications industry in general, our subscribers
increase in the fourth quarter due to the holiday season. A greater number of
phones sold at holiday promotional prices increases our losses on merchandise
sales. Our sales and marketing expenses increase also with holiday promotional
activities. We generally have the most use and revenue per subscriber in the

41
<PAGE>

summer because of an increase in revenues from fees charged to non-US Unwired,
non-Sprint PCS customers who use our network while travelling in our service
area. We believe that the increased traffic in our service area comes from
people travelling during summer vacation. We expect these trends to continue
based on historical operating results.

Impact of Year 2000 Issue on Our Operations and Financial Condition

We use a significant number of computer systems and software programs in our
operations, including in support of our PCS network equipment and for various
administrative functions. Before the Year 2000, we discussed the nature and
progress of our plans to prepare for that year. In late 1999, we finished
testing and preparing our systems for the Year 2000 date change. As of the date
of this prospectus, we had experienced no significant disruptions in our
critical information technology and non-information technology systems that
resulted from the Year 2000 date change. We believe that our systems
successfully responded to the Year 2000 date change. We expensed less than
$550,000 during 1999 to prepare our systems for the Year 2000. We are not aware
of any material problems that resulted from the Year 2000 date change with our
products, our internal systems or the products and services of third parties.
We will continue to monitor our critical computer applications and those of our
suppliers and vendors throughout 2000 so we can promptly address any Year 2000
matters that may arise.

Quantitative and Qualitative Disclosure about Market Risk

We are not exposed to fluctuations in currency exchange rates, as all of our
services are invoiced in U.S. dollars. We are exposed to the impact of interest
rate changes on our short-term cash investments, consisting of U.S. Treasury
obligations and other investments in respect of institutions with the highest
credit ratings, all of which have maturities of 60 to 90 days or less. These
short-term investments carry a degree of interest rate risk. We believe that
the impact of a 1% increase or decline in current average investment rates
would not have a material impact on our investment income.

We use interest rate swaps to protect against, or hedge, changes in interest
rates on our credit facilities. These transactions meet the requirements for
hedge accounting, including designation and correlation. We management interest
rate swaps as required by our policies and procedures. We do not enter into
these transactions for trading purposes. We account for resulting gains or
losses, measured by quoted market prices, as part of the transactions being
hedged, except that we expense losses that we do not expect to recover. We
calculate these gains or losses as the difference between the interest expense
per the amount hedged using the fixed rate and using a floating rate over the
term of the swap agreement. As of December 31, 1999, we had no outstanding
interest rate swap agreements.

Inflation

We believe that inflation has not impaired, and will not impair, our results
of operations.

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<PAGE>

ABOUT OUR BUSINESS

General

Benefits of Our Affiliation with Sprint PCS

Our exclusive relationship with Sprint PCS allows us to take advantage of
the strength and reputation of Sprint PCS's national brand. We believe the
benefits of this relationship include:

Nationwide Coverage. Subscribers in our service area can immediately
access Sprint PCS's growing network in over 4,000 cities and communities
across the United States.

Handset and Equipment Availability and Pricing. We have access to
network and subscriber equipment under Sprint PCS's vendor contracts that
provide for volume discounts.

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<PAGE>

As provided under our agreement with Sprint PCS, we receive from Sprint PCS
92% of collected revenues from subscribers based in our service area and Sprint
PCS retains the remaning 8%, as more fully discussed in "Our Sprint PCS
Agreements--The Management Agreements--Service pricing, traveling and fees." We
also receive other revenue, including Sprint PCS roaming revenues, calculated
as a per minute charge paid to us by Sprint PCS for each minute that Sprint PCS
subscribers based outside our service area use our portion of the Sprint PCS
network, and 100% of revenues for handset sales.

Our Competitive Strengths

In addition to the advantages provided by our strategic affiliation with
Sprint PCS, we have the following competitive strengths:

. Extensive territorial reach;

. Existing corporate infrastructure;

. Positive cash flow from cellular and paging operations;

. Significant number of owned licenses;

. 40 MHz of bandwidth in many of our markets; and

. High-quality customer care.

Adequate Funding to Complete Our Network

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<PAGE>

Our Background

We have a long heritage in the telecommunications business. The Henning
family, which controls US Unwired, has been involved in telecommunications
continuously since 1928. The Henning family has a history of being first-to-
market in southwestern Louisiana with many major telephony developments,
including first wireline operator in Cameron Parish, Louisiana in 1928, first
cellular provider in southwestern Louisiana in 1987 and first PCS service
provider in southwestern Louisiana in 1997.

We formed our parent corporation, US Unwired, in Louisiana in September
1999. At that time it acquired the stock of its subsidiaries from their
shareholders. In return, it issued its own stock to those shareholders.

Cellular and Paging Services

We provide cellular and paging service in Lake Charles, Leesville, Jennings,
Sulphur and Cameron, Louisiana through our subsidiary, Unwired Telecom Corp. At
December 31, 1999, we had approximately 59,000 cellular subscribers and
approximately 24,000 paging subscribers. Our Louisiana cellular and paging
business had $46.2 million in revenues for the 12 months ended December 31,
1999.

Competitive Local Exchange Carrier Services

Our subsidiary, LEC Unwired, LLC, is a competitive local exchange carrier
company. A competitive local exchange carrier provides local telephone and data
services in competition with the current local service provider. LEC Unwired
offers digital subscriber lines, internet, data, local telephone service, long
distance and web hosting services. We plan to be the first or second to offer
these services to business and residential customers in selected cities in
Louisiana.

LEC Unwired's network consists of circuit-based switches that provide voice
and data services. LEC Unwired shares networks, or co-locates, with the current
local exchange service provider and uses elements of that provider's network to
service our customers. We have completed seven physical co-locations and seven
more are in process.

LEC Unwired currently offers local service in three markets and dedicated
dial-up service in six markets. LEC Unwired is a Cisco Powered Network
Partner(R) with Cisco Systems, Inc. and is actively working with Cisco to
launch internet related service throughout the region.

LEC Unwired began commercial operations in March 1998. LEC Unwired reported
revenues of approximately $570,000 for the year ended December 31, 1998 and
approximately $5.3 million for the year ended December 31, 1999. We market LEC
Unwired's services under the name US Unwired.

We are considering strategic alternatives for LEC Unwired, which could
include selling our interest in LEC Unwired or distributing our interest as a
dividend to the stockholders of US Unwired. If we do not sell or distribute our
interest, we may need permission from holders of our notes to permit LEC
Unwired to obtain additional financing from selling preferred stock or
incurring debt that we guarantee. As of December 31, 1999, we owned 56.7% of
LEC Unwired.

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<PAGE>

Our Affiliation with Sprint PCS

Under our agreements with Sprint PCS, we market Sprint PCS products and
services in our service area using licenses that Sprint PCS acquired from the
FCC in 1994 and 1996. We will be the only provider of Sprint PCS products and
services in our service area. Some key points about these agreements are:

. each agreement lasts 50 years with an initial period of 20 years and
three automatic, successive 10-year renewal periods;

. each agreement requires revenue sharing of 8% to Sprint PCS and 92% to US
Unwired, except that US Unwired retains 100% of revenues from non-US
Unwired Sprint PCS customers traveling in our service area, extraordinary
income and equipment sales;

. if we terminate or breach the agreements, we may be required to sell our
PCS business and network to Sprint PCS or to purchase the Sprint PCS
licenses from Sprint PCS; and

. if Sprint PCS terminates or breaches the agreements, we may be able to
sell our PCS business and network to Sprint PCS or to purchase the Sprint
PCS licenses from Sprint PCS.

We believe that our service area is important to Sprint PCS's plan to have a
PCS network with nationwide coverage. To date, Sprint PCS has made considerable
investments in the licenses covering our service area. We estimate that Sprint
PCS paid over $100 million to acquire the PCS licenses in our service area and
to prepare the licensed markets for service.

Benefits of Our Affiliation with Sprint PCS

Our relationship with Sprint PCS provides us with many operational and
business advantages, including:

Exclusive access to Sprint PCS products and services. We are the only
provider of Sprint PCS products and services in our service area. We have the
right to provide these products and services under the Sprint(R) and Sprint
PCS(R) brand names.

Strong brand recognition and national advertising support. We expect to
benefit from the strength and reputation of the Sprint(R) and Sprint PCS(R)
brands. In our local markets, we use the Sprint(R) and Sprint PCS(R) brands and
logos without having to pay for this right. We benefit from Sprint PCS's
national advertising campaigns and developed marketing programs at no
additional cost.

Sprint PCS "Free and Clear" one-rate pricing plans. We offer our customers
the same free long distance, free traveling on the Sprint PCS network and other
promotional campaigns, like telephone handsets and accessories, that Sprint PCS
offers to all of its customers throughout the United States.

Established distribution channels. We have access to all national
distribution channels that Sprint PCS uses. These channels include:

. major national third party retailers like Radio Shack, Office Depot,
Circuit City, Dillard's, Sam's Wholesale Club, Office Max and Best Buy;

. Sprint PCS's national inbound telemarketing sales program;

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<PAGE>

. Sprint PCS's Business-to-Business and national accounts sales programs;
and

. Sprint PCS's electronic commerce sales platform.

Nationwide coverage. We operate our PCS network as part of the Sprint PCS
network. This allows our customers to place calls in any Sprint PCS service
area throughout the United States without charges for traveling on Sprint PCS's
network or, under certain pricing plans, for long distance. In areas where
Sprint PCS service is not available, our customers must pay a fee to use
another wireless provider's service.

Exclusive traveling partner to Sprint PCS. We are the only provider of PCS
services to non-US Unwired Sprint PCS customers in our service area. We benefit
from the increased traffic from other Sprint PCS customers who travel in our
service area.

Sprint PCS engineering and network design. In markets where we use spectrum
owned by Sprint PCS, Sprint PCS provides the engineering services for microwave
clearance and handles all of the design, planning and relocation of any radio
cell sites.

Economies of scale of a nationwide network. We can buy network and
subscriber equipment under Sprint PCS's contracts that provide for volume
discounts. These discounts will reduce the overall capital required to build
our PCS network and will lower our cost of subscriber equipment.

Reduced startup costs. We estimate that Sprint PCS spent over $100 million
to purchase a substantial portion of the licenses covering our service area and
for microwave clearing. As a Sprint PCS network partner, we did not have to
acquire most of the licenses in our service area. This reduced our start-up
costs.

Availability of technology and service advances developed by Sprint
PCS. Sprint PCS's extensive research and development effort produces ongoing
benefits through both new technological products as well as enhanced service
features. We have immediate access to any developments produced by Sprint PCS
for its nationwide PCS network.

Our Competitive Strengths

Our own competitive strengths including the following:

Extensive territorial reach. Our service area covers a population of
approximately 9.9 million. This is a significant percentage of the population
in the Gulf States region. Our service area has characteristics that are
favorable to wireless communications, including:

. extensive highway miles and commuter zones;

. high commuter activity;

. concentration of major industries;

. major regional tourist destinations; and

. a large number of higher education institutions.

Existing corporate infrastructure. We have employees to handle billing,
customer care, accounting, treasury and legal services in our markets where we
currently offer PCS service and in most of our new markets. We believe that
providing these functions ourselves is more cost-effective than having third
parties provide them. In a limited number of markets, however, Sprint PCS will
provide us on a contract basis with selected back office functions like billing
and customer care.

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<PAGE>

Cash flow from cellular and paging operations. Our cellular and paging
operations provide a significant source of funding for the buildout of our PCS
network. Our internally-generated cash flow reduces our need to acquire capital
from outside sources for our business plan.

Significant number of owned licenses. In addition to the Sprint PCS licenses
that we manage, we own:

. thirteen 10 MHz PCS licenses and three 25 MHz cellular licenses within
our service area, and

. nine 10 MHz PCS licenses outside our service area.

The combination of the Sprint PCS licenses and our licenses gives us access
to 40 MHz of bandwidth in many of our markets. We believe that this positions
us well for the possible future introduction of wireless internet and data
transmission service.

High-quality customer care. We are committed to building strong customer
relationships by providing high-quality customer care. We serve our customers
from our state-of-the-art call center facility in Lake Charles, Louisiana. Our
customers can contact our customer care representatives from any of our
handsets without charge. Additionally, we are staffing each of our retail
outlets with full-time customer care representatives to deal directly with the
customers concerning billing and service issues. Our web-based services allow
customers to check billing and manage their accounts on line.

Our Business Strategy

We plan to be the leading provider of PCS service in each market in our
service area. We intend to do this by offering high-capacity, high-quality,
advanced communications on our PCS wireless network. We believe the following
elements of our business strategy will distinguish our wireless service from
those of our competitors and will enable us to compete successfully in the
wireless communications marketplace:

Leverage relationship with Sprint PCS. We intend to capitalize on the
benefits of our relationship with Sprint PCS. These benefits include:

. strong brand recognition and national marketing campaigns;

. exclusive Sprint PCS traveling partner;

. access to Sprint PCS products and services;

. availability of Sprint PCS "Free and Clear" one-rate pricing plans;

. nationwide coverage;

. established direct and indirect distribution channels;

. volume-driven vendor discounts;

. access to Sprint PCS engineering and network design;

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. reduced startup costs;

. long-term management agreement; and

. availability of technology and service advances developed by Sprint PCS.

Execute integrated marketing plan. Our marketing approach leverages Sprint
PCS's nationwide presence and brand name and reputation. We emphasize the
improved quality, enhanced features and favorable pricing of Sprint PCS
service. In addition, we benefit from the Sprint PCS:

. organized national accounts sales force;

. e-commerce website; and

. pre-negotiated contracts with national retail chain outlets.

On the local level, we provide:

. multi-media marketing efforts, including point-of-sale, print, television
and radio campaigns for our own co-branded US Unwired(R) and Sprint
PCS(R) retail outlets;

. approximately 131 independent agent representatives; and

. direct mail efforts and a website, www.usunwired.com.

Execute high-quality buildout plan. We are constructing a state-of-the-art,
high quality 100% PCS network using 100% digital technology.

. Our network design allows our system to handle higher traffic demand than
cellular operators. This allows us to offer lower per-minute rates.

. Our network design enables us to service expensive, difficult to reach
locations and coverage gaps within our wireless network.

. We will maintain low construction costs for our network by planning to
co-locate on existing towers as our primary strategy and developing our
radio frequency design around this strategy.

Our Service Area

Our Sprint PCS service area covers 45 contiguous markets spanning over
178,500 square miles with a population of approximately 9.9 million. Our
service area is the largest in the United States by measure of population for
all of the territories assigned to Sprint PCS network partners. The number of
people in our service area does not represent the number of PCS subscribers
that we expect to have.

Our service area is next to Sprint PCS's recently launched markets of
Houston, Dallas, Little Rock, New Orleans, Birmingham, Tallahassee and Memphis.
Our network buildout will link these existing Sprint PCS markets. We will be
the only provider of Sprint PCS products and services in the markets connecting
these major cities.

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We believe that our service area has many regional characteristics that are
favorable for wireless communication, including the following:

Extensive highway miles and commuter zones. Our service area includes high
traffic corridors traversed by major interstate highways. Overall, our service
area covers 4,509 total highway miles; 2,073 are interstate.

High commuter activity. We have high commuter activity. Over 24% of the
average commute time is greater than 30 minutes.

Concentration of major industries. The Gulf States region is home to many
large businesses in the oil and gas, gaming and agriculture industries. These
businesses are very important to the region and provide the majority of
business travelers who visit our service area.

Major regional tourist destinations. According to major tourist publication
guides, the Gulf Coast region is a major tourist and vacation destination. The
Gulf Coast beaches in Mississippi, Alabama and Florida draw millions of
visitors annually. Our service area has many historical sites, and the numerous
casino gaming establishments in our service area are major travel destinations.
The Mississippi casino market alone is the largest casino market in the
United States between Las Vegas and Atlantic City.

Large number of higher education institutions. There are 86 colleges and
universities in and around our service area, including the University of
Alabama, the University of Southern Mississippi, Mississippi State University
and Louisiana State University. Over 415,000 students attend these
institutions.

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The following table shows some key information about our PCS markets
(population in thousands):

<TABLE>
<CAPTION>
Basic Total Expected Sprint Spectrum Total
Trading Market % Population Online Spectrum (Owned Spectrum
Market(/1/) Area # Population(/1/) Owned Owned Date (Managed MHz) MHz) (MHz)
----------- ------- ---------- ----- ---------- -------- ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anniston, AL......................... 17 167.2 100% 167.2 Mar-00 30 -- 30
Chilton Area Counties, AL(/2/)(/3/).. 44 246.4 100 246.4 Dec-00 30 -- 30
Decatur, AL.......................... 108 145.6 100 145.6 Dec-00 30 -- 30
Florence, AL......................... 146 185.8 100 185.8 Dec-00 30 -- 30
Gadsen, AL........................... 158 188.2 100 188.2 Dec-00 30 -- 30
Huntsville, AL....................... 198 512.9 100 512.9 Dec-00 30 -- 30
Mobile, AL........................... 302 667.8 100 667.8 Jun-00 30 -- 30
Montgomery, AL....................... 305 477.4 100 477.4 Mar-00 30 -- 30
Selma, AL............................ 415 72.1 100 72.1 Sep-00 30 -- 30
Tuscaloosa, AL....................... 450 254.5 100 254.5 Sep-00 30 10 40
El Dorado, AR........................ 125 102.2 100 102.2 Jun-01 30 10 40
Hot Springs, AR...................... 193 135.7 100 135.7 Jun-00 30 -- 30
Nevada Area Counties, AR(/2/)(/4/)... 257 57.3 100 57.3 Jun-00 30 -- 30
Pine Bluff, AR....................... 348 147.4 100 147.4 Jun-01 30 10 40
Fort Walton Beach, FL................ 154 225.6 100 225.6 Sep-00 30 -- 30
Jackson Area County, FL(/2/)......... 439 50.9 100 50.9 Mar-00 10 -- 10
Panama City, FL...................... 340 210.6 100 210.6 Sep-00 10 -- 10
Pensacola, FL........................ 343 428.9 100 428.9 Jun-00 30 -- 30
Alexandria, LA....................... 9 273.6 100 273.6 Online 30 10 40
Houma, LA............................ 195 277.1 100 277.1 Online 30 -- 30
Lake Charles, LA..................... 238 282.6 100 282.6 Online 10 10 20
Monroe, LA........................... 304 330.4 100 330.4 Online 30 10 40
Shreveport, LA....................... 419 586.7 100 586.7 Online 30 10 40
Columbus, MS......................... 94 171.5 100 171.5 Jun-01 10 10 20
Greenville, MS....................... 175 205.8 100 205.8 Jun-01 10 -- 10
Grenada Area Counties, MS(/2/)(/5/). 290 62.4 100 62.4 Mar-01 10 -- 10
Hattiesburg, MS...................... 186 186.5 100 186.5 Dec-00 30 -- 30
Jackson, MS.......................... 210 667.0 100 667.0 Sep-00 10 -- 10
Laurel, MS........................... 246 82.3 100 82.3 Jun-01 30 -- 30
McComb, MS........................... 269 111.7 100 111.7 Jun-01 30 -- 30
Meridian, MS......................... 292 206.7 100 206.7 Jun-01 10 -- 10
Natchez, MS.......................... 315 72.1 100 72.1 Jun-01 10 10 20
Tupelo, MS........................... 449 318.4 100 318.4 Mar-01 10 10 20
Vicksburg, MS........................ 455 62.4 100 62.4 Jun-01 10 -- 10
Marshall Area Counties,
TN(/2/)(/6/)........................ 314 56.9 100 56.9 Dec-00 30 -- 30
Longview, TX......................... 260 320.8 100 320.8 Online 30 10 40
Paris, TX............................ 341 93.0 100 93.0 Jun-01 30 10 40
Texarkana, TX........................ 443 262.0 100 262.0 Online 30 10 40
Tyler, TX............................ 452 310.0 100 310.0 Online 30 -- 30
Beaumont, TX......................... 34 464.3 80 371.4 Online 10 -- 10
Lufkin, TX........................... 265 165.2 80 132.2 Online 10 -- 10
-------- -------
Subtotal........................... 9,845.9 9,720.0
Minority Interests:
Baton Rouge, LA..................... 32 685.2 13 91.0 Online 30 -- 30
Hammond, LA......................... 180 107.7 13 14.3 Mar-00 30 -- 30
Lafayette, LA....................... 236 543.1 13 72.1 Online 30 -- 30
Biloxi, MS.......................... 42 389.1 13 51.7 Sep-00 30 -- 30
-------- -------
Subtotal........................... 1,725.1 229.1

Total............................ 11,571.0 9,949.1
======== =======
</TABLE>
- --------

(1) Source: Paul Kagan Associates, Inc., 2000 PCS Atlas and Databook.

(2) County based information.

(3) Includes Chilton, Cullman, Talladega, Coosa and Tallapoosa Counties.

(4) Includes Nevada, Clark, Dallas, and Grant Counties.

(5) Includes Grenada, Yalobusha, Tallahatchie and Montgomery Counties.

(6) Includes Marshall and Giles Counties.

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<PAGE>

The following table shows some information about our cellular markets
(population in thousands):

<TABLE>
<CAPTION>
Metropolitan Total Spectrum
or Rural Market % Population Online (Owned
Market Service Area # Population (1) Owned Owned Date MHz)
------ -------------- -------------- ----- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Beauregard, LA.......... RSA 5 B-1 147.0 100% 147.0 Online 25
De Soto, LA............. RSA 3 B-1 54.0 100% 54.0 Online 25
Lake Charles, LA........ MSA 197 179.9 100% 179.9 Online 25
Chambers, TX............ RSA 21 23.3 25% 5.8 Online 25
----- -----
Total................... 404.2 386.7
===== =====
</TABLE>
- --------
(/1/) Source: Paul Kagan Associates, Inc., Cellular Telephone Atlas 1998.

Network Buildout Plan

As of December 31, 1999, we were providing PCS service in the following
twelve markets covering a total population of approximately 3.3 million:
Alexandria, Baton Rouge, Houma-Thibodaux, Lafayette, Lake Charles, Monroe and
Shreveport, Louisiana and Beaumont-Port Arthur, Longview-Marshall, Lufkin-
Nacogdoches, Texarkana and Tyler, Texas. When we complete our network buildout,
we expect to cover 65% to 75% of the population in a majority of markets in our
service area.

We expect that the combined proceeds of our financings will be sufficient to
provide the $294.7 million required for our network buildout plan and for
anticipated operating losses from July 1999 through December 2001. We plan to
complete construction of our network and be providing PCS service to a licensed
population of approximately 8.3 million by December 2000 and to our entire
service area, covering a licensed population of approximately 9.9 million, by
June 2001. The number of people in the service areas covered by our network
does not represent the number of PCS subscribers that we expect to have in
those service areas.

We are focusing our network construction first on the concentrated
population and business centers of the major metropolitan areas in our service
area and the adjoining interstate highways. We will then build out the smaller
markets surrounding the existing built out areas and will continue to build out
interstate and state highways. We intend to launch PCS service only after we
complete a significant portion of the planned buildout for a given major city.
Before we launch service, we will perform extensive field testing to ensure
comprehensive and reliable coverage within a particular market. We are
providing the overall project and construction management of the design, site
acquisition, installation and testing of our PCS system.

Initial radio frequency design. Lucent Technologies, Inc. and the
engineering firm of 3Ngineering, L.L.C. are performing the initial radio
frequency design for our network. Lucent or 3Ngineering determines the required
number of cell sites to operate our network and identifies the general
geographic areas for proposed cell site locations. We have completed the
initial radio frequency design for all of our markets that are expected to be
completed by December 2000 and for 30% of our markets that are expected to be
completed by June 2001.

Site identification, acquisition and construction. Either we or a commercial
real estate firm that advises us identifies and acquires the sites where we
will locate the towers, antennae and other equipment to operate our PCS system.
After a general geographic area is identified, the commercial

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<PAGE>

real estate firm, or we, identify two potential tower sites within that area
location and evaluate them based on various engineering criteria and economic
desirability.

We obtain cell sites in three ways: (1) co-location, (2) construction of a
tower by an independent build-to-suit company, or (3) construction of a tower
by us. We prefer to co-locate with another wireless company by leasing space on
an existing tower or building. When we co-locate, we generally have lower
construction costs and it is likely that any zoning difficulties have been
resolved. We believe that we need approximately 833 cell sites to achieve 65%
to 75% coverage of the population in our service area. We expect to co-locate
approximately 40% of our cell sites, hire tower construction companies to build
10% and construct 50% ourselves.

Microwave relocation. Fixed microwave operators used to use the frequencies
that are now allocated for PCS licenses. The FCC has established procedures for
PCS licensees to relocate these existing microwave paths, generally at the PCS
licensee's expense. We have relocated all microwave paths for the PCS licenses
that we own. Sprint PCS is helping us relocate the microwave paths for the PCS
licenses that they own. They are analyzing these relocations as we continue the
buildout of our network. We expect to spend less than $20.0 million for
relocation. We plan to complete the microwave relocation for the Sprint PCS
licenses before our targeted buildout completion date.

Switching centers. Our service area will have five switching centers located
in our four markets of Shreveport and Lake Charles, Louisiana, Jackson,
Mississippi and Montgomery, Alabama. We have leased and constructed the
Shreveport location. We expect to lease and construct the other locations in
time to launch the markets that we expect to complete by June 2001. Each
switching center will serve several purposes, including routing calls, managing
call handoff, managing access to landlines and providing access to voice mail.

Interconnection. We will connect our digital PCS network to the landline
telephone system through interconnection agreements with local exchange
carriers. Before entering the Sprint PCS agreements, we entered into
interconnection agreements with BellSouth. Through our agreements with Sprint
PCS, we will benefit from the interconnection agreements that Sprint PCS
negotiates.

Long distance and back haul. We have a long distance agreement with our
affiliate, Cameron Communications Corporation, for preferred rates for long
distance services. We can also buy long distance services from Sprint PCS at
favorable rates.

Network communications equipment. Lucent Technologies, Inc. and Nortel
Networks will supply the radio base stations, switches and other related PCS
transmission equipment, software and services necessary for our markets that
are expected to be built out by December 2000 and some of our markets that are
expected to be completed by June 2001. Lucent and Nortel are helping us install
and test this transmission equipment. We are still deciding who will provide
these products and services for our remaining markets that are expected to be
completed by June 2001.

Network monitoring systems. Our network operations center in Lake Charles,
Louisiana will provide around-the-clock monitoring and maintenance of our
entire network, including:

. the constant monitoring for blocked or dropped calls, call clarity and
signs of tampering, cloning or fraud,

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<PAGE>

. the recording of network traffic, and

. the overseeing of customer usage, data collected at switch facilities
and billing.

Services and Features

We offer Sprint PCS products and services in our service area. Our products
and services are designed to mirror those of Sprint PCS and to become part of
the Sprint PCS nationwide network. Our PCS network has significant advantages
over competing digital networks.

Improved quality and technology. We expect an increase in PCS customers as
the quality of digital wireless networks continues to approach that of wireline
systems. We believe that PCS providers will be first to be able to offer mass
market wireless applications in competition with traditional wireline telephone
service.

100% digital wireless mobility. Our PCS network is part of the largest 100%
digital, 100% PCS network in the nation. We offer customers in our service area
enhanced voice clarity, advanced features and simple, affordable Sprint PCS
"Free and Clear" pricing plans. These plans include long distance and wireless
airtime minutes that can be used on the Sprint PCS network at no additional
charge. Our basic wireless service includes voice mail, caller identification,
enhanced call waiting, three-way conferencing, call forwarding, distinctive
ringing and call blocking.

Nationwide service. Sprint PCS customers can use Sprint PCS services in our
service area and throughout the Sprint PCS network. Sprint PCS, directly and
through its affiliates, currently provides wireless service in more than 4,000
cities and communities throughout the United States, Puerto Rico and the U.S.
Virgin Islands. Dual-band/dual-mode telephone handsets allow customers to make
calls on analog networks where CDMA coverage is not available.

Caller identification, voicemail, message waiting indicator, short
messaging, paging. Caller identification lets users choose which calls to
accept and which to send to voicemail. This feature increases the customer's
willingness to leave the phone on for incoming calls. Digital voicemail is
available at a very cost effective rate and allows for fewer missed calls.
Digital handset displays with message waiting indicators eliminate the need to
"dial-in" to check voicemail and deliver short messages similar to e-mail or
alpha-numeric paging.

Advanced handsets. Our dual-band/dual-mode telephone handsets allow
customers to make and receive calls on both PCS and cellular systems using both
digital and analog technology. These advanced handsets allow calls to continue
without interruption on cellular networks where PCS service is not offered.
They can be equipped for a variety of enhanced features and applications.

Extended battery life. Our digital handsets can operate in sleep mode while
powered on but not in use. This improves efficiency and extends battery life by
an estimated five to six times of that of analog handsets. We expect that this
feature will increase usage, especially for incoming calls, as the phone can be
left on for longer periods.

Improved voice quality. Our technology offers significantly improved voice
quality, more powerful error correction, less susceptibility to call fading and
enhanced interference rejection. All of these things result in fewer dropped
calls.

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<PAGE>

Voice privacy. We use technology that provides for greater privacy and fraud
protection. We believe that new features and services will be developed on the
Sprint PCS network to take advantage of CDMA technology. Sprint PCS conducts
ongoing research and development to produce innovative services that give it a
competitive advantage. We offer a portfolio of products and services developed
by Sprint PCS to accommodate the growth in, and the unique requirements of,
high speed data traffic. We plan to provide, when available, a number of
applications for wireless data services including facsimile, internet access
and point-of-sale terminal connections.

Marketing Strategy

We use a two-tiered marketing approach that:

. leverages Sprint PCS's nationwide presence, brand name and proven
strategies; and

. capitalizes on our regional focus, our history of providing
communications services and our ability to respond quickly and creatively
to changing customer needs.

Use of Sprint PCS's brand name and marketing. We benefit from the
recognizable Sprint PCS brand names and logos and from their technological
developments.

Pricing. We use the Sprint PCS pricing strategy. This offers customers in
our service area simplified, customer-friendly service plans with preferred
options and features. Under our agreements with Sprint PCS, we offer Sprint
PCS's consumer pricing plans, including the "Free and Clear" price plans. These
plans typically offer service features such as voicemail, enhanced caller
identification, call waiting, three-way calling and low per-minute rates. The
greater capacity of our and Sprint PCS's technology allows us to offer lower
per-minute rates.

Sprint PCS's "Free and Clear" price plans offer simple and affordable rate
plans for the consumer and business customer. These plans include large numbers
of base minutes which can be used anywhere on the Sprint PCS network and free
long distance calling from anywhere on Sprint PCS's nationwide network. All of
Sprint PCS's current national plans:

. include minutes in any Sprint PCS market (with no traveling charges);

. have many features and generally require no annual contracts and contain
no hidden charges;

. offer a wide selection of phones; and

. provide the first incoming minute free.

We offer long-term traveling arrangements with set pricing. We are the only
provider of PCS service for non-US Unwired Sprint PCS customers traveling in
our service area,

Advertising. We use the Sprint PCS name and reputation to attract customers
more efficiently than competitors with low brand awareness. Sprint PCS has
launched a national advertising campaign to promote its products, and we
benefit from this national advertising in our service area at no additional
cost to us. Sprint PCS also runs numerous promotional campaigns which provide
customers with benefits such as additional features at the same rate or free
ancillary services. We purchase promotional materials related to these programs
from Sprint PCS at their cost.

In addition, Sprint PCS sponsors many national, regional and local events.
These sponsorships provide Sprint PCS with brand name and product recognition
in high profile events, provide a forum for sales and promotional activities
and enhance our promotional efforts in our service area.

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<PAGE>

Prepaid Subscribers. US Unwired is a leading proponent of prepaid products
in the wireless industry. Industry experts believe that 70% of all new wireless
activations will be prepay by 2002. We have a system that permits us to track
minutes of use, replenish minutes and extinguish minutes not used within 30
days.

Our prepaid services include a pre-packaged wireless handset, marketed under
the brand name Chatpak,(TM) that is pre-activated and includes a pre-set number
of minutes. We acquired most of the market for prepaid services by simplifying
the phone activation process and allowing the subscriber to control pre-set
spending limits. A key component of any prepaid product is the carrier's
ability to encourage the subscriber to purchase minutes. We have implemented
three key strategies designed to promote high levels of prepaid usage: handset
pricing, airtime replenishment and dedicated customer care.

We believe that the handsets should be priced at a level that encourages the
subscriber to think of the handset as a reusable asset and not an impulse
purchase. We do not subsidize the phone sales to prepay subscribers to the same
extent as we do for sales to post-pay subscribers. We price prepaid minutes at
effectively the same rates as our post-pay plans.

The subscriber may recharge the handset at hundreds of US Unwired's
convenient locations, including our stores, indirect retailers and vending
machines located in high traffic areas. Other options include inbound telesales
with credit card purchases of airtime through our customer care department or
our computerized interactive voice response unit. The dedicated customer care
team contacts each prepaid subscriber within 30 days following the purchase of
the handset to welcome the subscriber and to validate the subscriber's
knowledge of the handset and how to replenish airtime.

Finally, we have focused our efforts on retaining subscribers. We receive
weekly and monthly reports of prepay usage. These reports allow us to focus on
subscribers who show less than normal usage patterns.

Regional focus and customer care. Our regional focus enables us to
supplement Sprint PCS's marketing strategies with our own strategies tailored
to each of our specific markets. This includes attracting local businesses to
enhance our distribution and drawing on our management team's local experience.
Our large local sales force executes our marketing strategy through our retail
stores and kiosks. Our outside sales force targets business sales.
Additionally, we are staffing our retail outlets with full-time customer care
representatives to communicate directly with the customers concerning billing
and service issues.

We direct our media and promotional efforts at the community level by
advertising Sprint PCS's products and services through television, radio, print
advertisements, outdoor advertising, billing inserts and promotional displays
in our retail stores. We market our products and services under the name US
Unwired along with the Sprint(R) and Sprint PCS(R) logos. Also, we sponsor
local and regional events. In addition, Sprint PCS's existing agreements with
national retailers provide us with access to over 250 national retail locations
in our service area.

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<PAGE>

We offer the business user cost-saving features like:

. home regional roaming rates,

. free long distance throughout the contiguous United States,

. voicemail, and

. reduced rates for incoming calls.

In addition, we offer shared minute pools to businesses and families who have
multiple users who share the base plan of minutes.

We are committed to building strong customer relationships by providing
customer care that exceeds expectations. Our customers can contact our customer
care representatives from any of our handsets at no charge. Our web-based
services allow customers to check billing or otherwise manage their accounts on
line.

Bundling. We offer our wireless communications services with our other
communications services, including discounted long distance services, internet
access and local exchange carrier services.

Sales and Distribution

We target a broad range of consumer and business markets through a sales and
distribution plan. We use traditional cellular channels, like our retail
stores, mass merchandisers and other national retail outlets, independent
agents and an outside sales force. We also use lower-cost methods like direct
marketing and a corporate website.

Retail stores. We have 16 retail stores and six kiosks and plan to open
between 30 and 40 additional retail stores. Our retail stores are located in
the principal retail districts in each market. Kiosks, which are located in
Walmart stores, maximize our retail presence in some of our markets and take
advantage of high traffic areas. We use our stores and kiosks for much of the
distribution and sale of our handsets and services. Sales representatives in
these stores and kiosks receive in-depth training which allows them to explain
PCS service in an informed manner. We believe that these representatives will
foster effective and enduring customer relationships.

Independent agents. We have a network of over 131 independent agents which
create additional opportunities for local distribution. Most of these
businesses are family-owned consumer electronics dealers and wireless
telecommunication retailers.

Mass merchandisers and outlets. We target customers through our mass market
retail outlets. We are negotiating distribution agreements based on Sprint
PCS's arrangements with national and regional mass merchandisers and consumer
electronic retailers, including Radio Shack, Office Depot, Circuit City,
Dillard's, Sam's Wholesale Club, Office Max and Best Buy. There are over 250
national retail outlet locations where our customers can purchase our services.
We choose these distributors for their ability to target customers in our
service area. We support their dedication of valuable floor space to wireless
communications products through a local team of retail merchandisers,
attention-grabbing materials and consumer appeal.

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Outside sales force. We participate in Sprint PCS's national accounts
program, which targets Fortune 1000 companies. Under this program, when a
Sprint PCS representative reaches an agreement with the corporate headquarters
of a Fortune 1000 company, we service the offices of that corporation that are
located within our service area. We generate additional subscribers through
Sprint PCS's Business to Business Accounts Teams, which call on businesses of
all sizes below the Fortune 1000 tier. In addition, our own outside corporate
sales force targets businesses that are not covered by Sprint PCS's national
accounts program or its Business to Business Account Teams.

Inbound telemarketing. Sprint PCS provides inbound telemarketing sales when
customers call from our service area. We expect to use the national Sprint PCS
(800) 480-4PCS number campaigns that generate call-in leads. These leads are
then handled by a US Unwired retail outlet.

Electronic commerce. Sprint PCS launched an internet site in December 1998
which contains information on Sprint PCS products and services. A visitor to
Sprint PCS's internet site who is interested in purchasing a handset for postal
zip codes in our service area is referred to our toll free customer care
telephone number for assistance. Customers in our service area who purchase
products and services over the Sprint PCS internet site become customers of our
PCS network.

Direct marketing and website. In addition to Sprint PCS's efforts, we use
direct marketing efforts through direct mail and our own website. We are
developing these less expensive and more innovative sales channels to
complement the retail presence within our service area as the buildout
continues. Our website, www.usunwired.com, provides current information about
us, our markets and our product offerings and includes an online store. Our
web-based services allow customers to check billing or otherwise manage their
accounts on line.

Sprint PCS

Sprint Corporation is a diversified telecommunications service provider of
long distance service, local service, wireless telephone products and services,
product distribution and directory publishing activities and other
telecommunication activities, investments and alliances. Sprint PCS, a group of
subsidiaries of Sprint, operates the only 100% digital, 100% PCS wireless
network in the United States. Sprint PCS, directly and through its network
partners like US Unwired, holds PCS licenses to provide this service in more
than 4,000 cities and communities throughout the United States, Puerto Rico and
the U.S. Virgin Islands. The Sprint PCS network uses CDMA technology.

Through an affiliate, Sprint launched the first commercial PCS service in
the United States in November 1995. Since then, the number of Sprint PCS
subscribers has grown to approximately 5.7 million as of December 31, 1999:

. In 1999, Sprint PCS added approximately 3.1 million new subscribers,
including 20,000 in Hawaii acquired from PrimeCo Personal Communications.

. As of December 31, 1999, Sprint PCS, together with its network partners,
operated PCS systems within the United States and its territories
covering approximately 270 million people in more than 4,000 cities and
communities.

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The chart below illustrates Sprint PCS's subscriber growth from the
beginning of 1997 to the end of the fourth quarter of 1999.

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
1997 1997 1997 1997 1998 1998 1998 1998
------- ------- ------- ------- ------- ------- ------- -------
.2 .3 .6 .9 1.1 1.4 1.8 2.6

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr
1999 1999 1999 1999
- ------- ------- ------- -------
3.4 4.0 4.7 5.7

Sprint PCS currently provides service through:

. operation of its own digital network;

. strategic affiliations with other companies, primarily in and around
smaller metropolitan areas;

. placing and receiving calls on analog cellular networks of other
providers using dual-band/dual-mode handsets; and

. placing and receiving calls on digital PCS networks of other CDMA-based
providers.

Sprint PCS has a strategy to expand its PCS network through agreements with
independent wireless companies, like US Unwired, to construct and manage the
Sprint PCS markets and to market Sprint PCS services. Through these
affiliations, Sprint PCS services will be available in key cities next to
current and future Sprint PCS markets. For example, our service area connects
to Sprint PCS's markets in Houston, Dallas, Little Rock, New Orleans, Memphis,
Tallahassee and Birmingham.

Competition

We will compete in our service area with the current cellular providers and
new PCS providers. The cellular providers in our service area serve different
geographic segments of our service area, but no one cellular carrier provides
complete coverage throughout our service area. Some of these cellular providers
offer a digital product also, but it typically covers only a small segment of
our service area.

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Of our PCS competitors, only PrimeCo, TeleCorp PCS, Inc., Tritel PCS, Inc.
and Alltel Corp. will provide service comparable to ours in our service area.
PrimeCo uses CDMA technology and is licensed to offer PCS services in all of
our Louisiana and Texas markets but has not indicated any intention to buildout
a network in these markets. We expect TeleCorp to be a competitive PCS provider
in our Monroe, Louisiana market and in our Arkansas markets. Tritel will
compete with us in our Mississippi and Alabama markets. TeleCorp and Tritel
both employ TDMA technology and are members of the AT&T wireless network.
Alltel is a current PCS provider in several of our markets.

Our ability to compete effectively with other PCS providers will depend on:

. the continued success of CDMA technology in providing better call quality
and clarity than analog cellular systems,

. our competitive pricing with various options suiting individual
subscriber's calling needs, and

. the continued expansion and improvement of the Sprint PCS network,
customer care system and telephone handset options.

We will compete also with paging, enhanced specialized mobile radio and
dispatch companies in our markets. Potential users of PCS systems may satisfy
their communications needs with other current and developing technologies. One
or two-way paging or beeper services that feature voice messaging and data
display as well as tone-only service may be adequate for potential subscribers
who do not need to speak to the caller.

In the future, we expect to face increased competition from companies using
other communications technologies like satellite-based telecommunications and
wireless cable systems. Other new technologies may be developed in the future.

Sprint PCS has chosen CDMA technology, which we believe offers significant
advantages in the marketplace. CDMA is one of three languages that wireless
telephones use to communicate with the phone network. The other two predominant
standards are TDMA and GSM.

CDMA offers superior call quality and clarity. CDMA also offers the highest
capacity of the three standards. This means that more simultaneous calls can be
handled on a CDMA network than on equivalent TDMA or GSM networks. CDMA also
offers a high level of security, giving customers confidence that their calls
remain private. CDMA offers many advanced features such as short text
messaging, internet access, call waiting, call forwarding and three way
calling. Several providers in the U.S., including Sprint PCS, Bell Atlantic and
PCS PrimeCo, have adopted CDMA.

TDMA is generally less expensive to deploy if a carrier seeks to overlay an
analog network, like a cellular carrier would be required to do. TDMA also
offers increased call security and advanced features like those available on a
CDMA network. Several providers in the U.S., including AT&T Wireless Services,
Tritel, Triton and Telecorp, have adopted TDMA.

GSM is the most widely adopted standard around the world. It originated in
Europe, where it continues to be the dominant standard. It has been widely
deployed for over ten years, which means that economies of scale for network
and handset equipment have been achieved. This has lowered the

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cost of purchasing the equipment for a GSM system. GSM also offers increased
call security and advanced features like those available on a CDMA network.
Several providers in the U.S., including BellSouth, VoiceStream Wireless, and
Powertel, have adopted GSM.

We do not currently face competition from resellers on our facilities. A
reseller buys blocks of wireless telephone numbers and capacity from a licensed
carrier and resells service through its own distribution network to the public
but does not hold FCC licenses or own facilities. Thus, a reseller is both a
customer of a wireless licensee's services and also a competitor of that and
other licensees. We expect to continue to be subject to the FCC rule that
requires cellular and PCS licensees to permit resale of carrier service.

Over the past several years the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
PCS services. Based upon increased competition, we anticipate that market
prices for two-way wireless services generally will decline in the future. We
will compete to attract and retain subscribers principally on the basis of
services and features, the size and location of our service areas, network
coverage and reliability, customer care and pricing. Our ability to compete
successfully will also depend, in part, on our ability to anticipate and
respond to various competitive factors affecting the industry, including new
services that may be introduced, changes in consumer preferences, demographic
trends, economic conditions and discount pricing strategies by competitors.

Government Regulation

The FCC and other state and local regulatory agencies regulate our PCS and
cellular systems and our competitive local exchange carrier operations.

Licensing of PCS systems. A broadband PCS system operates under a service
area license granted by the FCC for a particular market. These licenses operate
on one of six frequency blocks allocated for broadband PCS service. Narrowband
PCS is for non-voice applications such as paging and data service and is
separately licensed. The FCC awards all PCS licenses by auction.

We hold some F-block PCS licenses. We had to qualify as a "designated
entity" to get them from the FCC. Our "designated entity" status may limit our
ability to accept additional equity investments in the future.

All PCS licenses have a 10-year term and must be renewed at the end of this
term. The FCC generally will renew a PCS license if the licensee provided
substantial service during the past license term and substantially complied
with applicable law. The FCC may revoke a license for serious violations of FCC
rules. All PCS licensees must satisfy coverage requirements. Licensees that
fail to meet the coverage requirements may lose the service area that is not
covered, or the license.

For up to five years after a PCS license is granted, a PCS licensee must
share spectrum with existing licensees that operate fixed microwave systems
within its license area. To operate our PCS systems efficiently and with
adequate population coverage, we must relocate many of these existing
licensees. The FCC has adopted a transition plan to relocate microwave
operators and a cost sharing plan for relocation that benefits more than one
PCS licensee. These plans expire on April 4, 2005.

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The FCC regulates PCS resale practices also.

Licensing of cellular telephone systems. The FCC awards licenses for
cellular telephone systems by auction. Cellular licenses generally last for 10
years and may be renewed for periods of up to 10 years. The FCC may revoke a
license for serious violations of FCC rules. The FCC may deny renewal if it
determines that the grant of an application would not serve the public
interest. In addition, at the renewal time, other parties may file competing
applications for the license. A license in good standing is entitled to a
renewal expectancy. This gives the current license holder an advantage over
competing applicants.

The FCC regulates cellular service resale practices and the terms under
which ancillary services may be provided through cellular facilities.

We use landline facilities to connect cell sites and to link them to the
main switching office. The FCC separately licenses and regulates these
landlines.

Other regulatory requirements. The FCC imposes additional regulatory
requirements on all commercial mobile radio service, or CMRS, operators, which
include PCS and cellular systems as well as some specialized mobile radio
systems. These requirements may change. Some of the current requirements
include:

. Resale. Most CMRS operators, including us, may not restrict the resale
of their services so that resellers may use the facilities of the CMRS
operator to introduce a competitive service.

. Roaming. CMRS carriers must provide service to all subscribers of a
compatible CMRS service in another geographic region.

. Number portability. CMRS carriers will soon be required to allow their
customers to take their phone numbers with them if they change to a
competitive service and must now be able to deliver calls to carried
numbers.

. Enhanced 911. CMRS carriers must transmit 911 calls from any qualified
handset without credit check or validation, must provide 911 service to
individuals with speech or hearing disabilities, and must provide the
approximate location of the 911 caller.

. Wiretaps. CMRS carriers must provide law enforcement personnel with
technical assistance for wiretaps on the CMRS network.

. Calling party pays. The FCC may permit CMRS operators to charge the
party making the call.

. Customer information. The FCC limits a CMRS carrier's use of information
about customers that comes from the customer's billing records and is
useful for marketing. A federal court recently struck down this
limitation.

. Interconnection. All telecommunications carriers, including CMRS
carriers, must interconnect directly or indirectly with other
telecommunications carriers.

. Universal service and other fees. The FCC imposes large universal
service support fees on telecommunications carriers, including CMRS
carriers. The FCC imposes smaller fees for telecommunications relay
service, number portability and the cost of FCC regulation.

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. Spectrum cap. There are limitations on a person's ownership in licenses
for more than 45 MHz of PCS, cellular and some specialized mobile radio
services in metropolitan statistical areas and 55 MHz in rural service
areas where there is significant overlap in any geographic area.
Significant overlap means that at least ten percent of the population of
the PCS licensed service area is within the cellular and/or SMR service
area(s). We believe that we are in compliance with these limits.

Transfers and assignments of PCS and cellular licenses. The FCC must approve
the assignment or transfer of control of a license for a PCS or cellular
system. In addition, the FCC requires licensees who transfer control of a PCS
license within the first three years of their license term to disclose the
total consideration received for the transfer. FCC approval is not required for
the sale of an interest that does not transfer control of a license. Any
acquisition or sale of PCS or cellular interests may also require the prior
approval of the Federal Trade Commission, the Department of Justice and state
or local regulatory authorities.

Foreign ownership. The Communications Act of 1934 limits the non-U.S.
ownership of licensees. If foreign ownership exceeds the permitted level, the
FCC may revoke the PCS licenses or require an ownership restructuring. We
believe that we comply with these limitations.

Additional spectrum. In 2000, the FCC is expected to auction spectrum which
could be used to compete with our PCS system. We have no way of knowing whether
the persons who acquire the licenses for the new spectrum in our service area
will offer a competitive service.

Intellectual Property

The Sprint(R) and Sprint PCS(R) brand names and logos are registered service
marks owned by Sprint. We have license agreements with Sprint that allow us to
use, without payment and only in our service area, the Sprint design logo and
"diamond" symbol and other Sprint service marks, like the phrases "The Clear
Alternative to Cellular" and "Clear Across the Nation." We can use some of
Sprint's licensed marks on some wireless telephone handsets. The license
agreements have many restrictions on our use of their licensed marks. We are
the only person entitled to market Sprint PCS products and services in our
service area, except for the Sprint PCS national marketing programs.

Employees

As of December 31, 1999, we had approximately 650 employees. Our employees
are not represented by a union. A recent employee survey conducted by an
independent third party reported a high level of job satisfaction for over 90%
of the employees surveyed.

Properties

We lease space for our switches in Lake Charles and Shreveport, Louisiana,
and for our corporate operations, network operators and customer care and data
center in Lake Charles, Louisiana. We own two store sites, and we lease nine
store sites in Louisiana and five in Texas. At December 31, 1999, we owned 268
and leased 135 cellular, PCS, paging and microwave towers.

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We recently purchased an 11-story, 115,300 square foot office building in
downtown Lake Charles for our corporate headquarters. Even though we are in the
initial stages of evaluating the project, we expect to spend approximately $5.0
million over several years to upgrade and renovate the facility.

Legal Proceedings

We are from time to time involved in litigation that we believe ordinarily
accompanies the communications business. We do not believe that any of our
pending or threatened litigation will materially impair our business.

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THE WIRELESS COMMUNICATIONS INDUSTRY

Wireless communications systems use radio frequencies to transmit voice and
data. These systems are:

. one-way radio applications, like paging or beeper services, and

. two-way radio applications, like cellular, PCS, enhanced specialized
mobile radio networks and two-way paging.

The FCC has licensed each application and allocated to each application a
distinct radio frequency block.

Cellular and PCS are the major two-way applications licensed by the FCC.
Most subscribers today use cellular service as their wireless voice
communications service. Cellular systems are mostly analog-based systems, but
digital technology has been introduced in most metropolitan markets. Analog-
based systems send signals that resemble the input signal. In digital systems,
the input signal is coded into a binary form before the signal is transmitted.

In 1993, the FCC allocated the 1900 MHz frequency block of the radio
spectrum for a new wireless personal communications service known as PCS. PCS
differs from traditional analog cellular telephone service because it operates
at a higher frequency and uses only advanced digital technology. Many cellular
systems now use digital technology, but all continue to offer analog service as
well. Digital systems convert voice or data signals into a stream of digits
that permit a single radio channel to carry multiple simultaneous
transmissions. Digital systems also have greater frequency reuse than analog
systems resulting in greater capacity than analog systems. This enhanced
capacity, along with enhancements in digital protocols, allows digital-based
wireless technologies (whether using PCS or cellular frequencies) to offer new
and enhanced services and more robust data transmission like greater clarity,
better security, facsimile, electronic mail and connection to notebook
computers with computer/data networks.

Cellular service was first introduced in the United States in 1983. Paul
Kagan Associates, Inc., an independent media and telecommunications
association, estimates that there were approximately 87 million wireless
subscribers in the United States as of December 31, 1999. This amount
represents an overall wireless penetration rate of 31.1%. This means that 31.1%
of the United States population at that time were wireless subscribers.

The following table shows some statistics for the domestic wireless
telephone industry as a whole:

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Total service revenues (in
billions).......................... $10.9 $14.2 $19.1 $23.6 $27.5 $33.1
Ending wireless subscribers (in
millions).......................... 16.0 24.1 33.8 44.0 55.3 69.2
Subscriber growth................... 45.1% 50.8% 40.0% 30.4% 25.6% 25.1%
Average monthly revenue per
subscriber(/1/).................... $72.47 $63.48 $58.80 $54.85 $49.07 $46.83
Ending penetration.................. 6.2% 9.2% 12.8% 16.5% 20.6% 25.3%
</TABLE>
- --------
Source: Cellular Telecommunications Industry Association; U.S. Census Bureau.

(1) Including roaming revenues.

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Paul Kagan estimates that the number of wireless users will increase to
approximately 151 million by 2002 and 198 million by 2005. Paul Kagan expects
that 34% of total users in 2002 and 43% in 2005 will be PCS users. Paul Kagan
estimates that total wireless industry penetration will grow to 53% in 2002 and
69% in 2005.

We believe that the predicted growth in the consumer market for wireless
telecommunications will come from:

.declines in costs of service,

.increased functional versatility,

. increased awareness of the benefits associated of PCS service,

. rapid growth of notebook computers and personal digital assistants, and

. software programs for electronic mail, faxes and database searching.

We believe that our markets are well positioned to benefit from the growth
predicted for the wireless industry as forecast by the Cellular
Telecommunications Industry Association, or CTIA. We believe that our markets
and other markets similar to ours will experience the fastest growth in
subscribers because we currently have relatively low wireless penetration.

The following chart illustrates the annual growth in wireless subscribers
and total industry revenues during the periods indicated:

1985 1986 1987 1988 1989 1990 1991 1992 1993
---- ---- ----- ----- ----- ----- ----- ------ ------
340 682 1,231 2,069 3,509 5,283 7,557 11,033 16,009

1994 1995 1996 1997 1998
------ ------ ------ ------ ------
24,134 33,786 44,043 55,312 69,209

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Wireless communications systems, whether PCS or cellular, are divided into
multiple geographic areas, known as cells. Each cell contains a transmitter, a
receiver and signaling equipment, together referred to as the cell site. The
cell site is connected by microwave or landline telephone lines to a switch
that uses computers to control the operation of the cellular or PCS
communications system for the entire service area. The system controls the
transfer of calls from cell to cell as a subscriber's wireless telephone
handset travels, coordinates calls to and from wireless telephone handsets,
allocates calls among the cells within the system and connects calls to the
local landline telephone system or to a long distance carrier. Wireless
communications providers establish interconnection agreements with local
exchange carriers and interexchange carriers to integrate their systems with
the existing landline communications system. Because the signal strength of a
transmission between a wireless telephone handset and a cell site declines as
the handset moves away from the cell site, the switching office and the cell
site monitor the signal strength of calls in progress. When the signal strength
of a call declines to a predetermined level, the switching office may "hand
off" the call to another cell site where the signal strength is stronger.

Wireless systems in the U.S. can be either analog or digital. Traditional
cellular providers have analog systems. Most of these systems have been in
operation for over ten years. Many cellular providers are converting their
analog systems to digital systems. These digital systems are new and less
established. PCS systems are totally digital, and PCS equipment vendors have
never made analog equipment for a PCS system.

Digital wireless systems in the U.S., whether PCS or cellular, are not
necessarily compatible. U.S. digital systems use one of three designs, known as
CDMA, TDMA and GSM. Each design uses a different digital language to send
calls. The FCC has never required all U.S. digital systems to work together.
This means that, for example, a subscriber who carries a CDMA phone into an
area with a system that uses GSM language will not be able to make a call with
that phone on the GSM system. The subscriber could make a call on the existing
analog cellular system if the subscriber has a special phone that works on both
CDMA and analog cellular systems. Despite the limitations of wireless system
compatibility described above, once a wireless subscriber accesses the
telephone network, the subscriber can complete a call to any other telephone,
including wireline telephones and telephones that use incompatible wireless
technologies.

Vendors of wireless equipment have somewhat solved the problem of the
incompatibility of the three languages. These vendors have created phones that
work on more than one frequency, like PCS and cellular, and more than one mode,
like CDMA and analog. This means that a subscriber using one of these phones
can make calls on more than one type of system. For example, if we distribute
one of these phones for use on our PCS network, which uses CDMA language, but
the subscriber is in an area without a CDMA system, the subscriber can use the
phone on other networks in that area.

All digital wireless providers, whether they use CDMA, TDMA or GSM language,
face the same problems of incompatible systems that we do with our CDMA system.
Analog cellular subscribers have the greatest coverage area, but digital
cellular subscribers enjoy other benefits like longer battery life and better
quality of calls.

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OUR SPRINT PCS AGREEMENTS

Overview of Our Sprint PCS Agreements

We have three management agreements with Sprint PCS. Under the first
agreement dated June 8, 1998, LA Unwired will manage the Sprint PCS services in
the service areas listed below. We own the PCS licenses for the Alexandria,
Lake Charles, Monroe and Shreveport, Louisiana and Longview-Marshall, Paris and
Texarkana, Texas service areas. We currently offer PCS service in Alexandria,
Baton Rouge, Houma-Thibodaux, Lafayette, Lake Charles, Monroe and Shreveport,
Louisiana, and Beaumont-Port Arthur, Longview-Marshall, Lufkin-Nacogdoches,
Texarkana and Tyler, Texas.

El Dorado-Magnolia-Camden, Arkansas Shreveport, Louisiana
Pine Bluff, Arkansas Longview-Marshall, Texas
Alexandria, Louisiana Paris, Texas
Houma-Thibodaux, Louisiana Texarkana, Texas
Lake Charles, Louisiana Tyler, Texas
Monroe, Louisiana

The second agreement dated February 8, 1999 gives LA Unwired the right to
manage Sprint PCS services in the following service areas:

Anniston, Alabama Pensacola, Florida
Birmingham, Alabama (Chilton, Tallahassee, Florida (Jackson county
Cullman, Talladega, Coosa and only)
Tallapoosa counties only) Columbus, Mississippi
Decatur, Alabama Greenville, Mississippi
Florence, Alabama Hattiesburg, Mississippi
Gadsen, Alabama Jackson, Mississippi
Huntsville, Alabama Laurel, Mississippi
Mobile, Alabama McComb, Mississippi
Montgomery, Alabama Memphis, Mississippi (Grenada,
Selma, Alabama Montgomery, Tallahatchie and
Tuscaloosa, Alabama Yalobusha counties only)
Hot Springs, Arkansas Meridian, Mississippi
Little Rock, Arkansas (Clark, Natchez, Mississippi
Dallas, Grant and Nevada counties Tupelo, Mississippi
only) Vicksburg, Mississippi
Fort Walton Beach, Florida
Panama City, Florida Nashville, Tennessee (Marshall and
Giles counties only)

As part of the Meretel transaction described in the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," we entered into a third agreement dated January 7, 2000. Under
this agreement, Texas Unwired, a Louisiana general partnership, will manage
Sprint PCS services in Beaumont-Port Arthur and Lufkin-Nacogdoches, Texas.

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Sprint PCS owns the PCS licenses for all of the service areas covered by the
Sprint management agreements (other than the Alexandria, Lake Charles, Monroe
and Shreveport, Louisiana and Longview-Marshall, Paris and Texarkana, Texas
service area licenses, which we own). Sprint PCS gives us the right to use
their licenses in the management agreements.

The Sprint management agreements require us to:

. construct and manage the service areas in the manner described in the
Sprint management agreements,

. distribute Sprint PCS products and services and establish distribution
areas in the service areas,

. conduct advertising and promotion activities in the service areas, and

. manage the customer base of Sprint PCS that has an area code and prefix
assigned to the service areas covered by the agreements.

Sprint PCS can access the network that we build for Sprint PCS. Sprint PCS
pays us a management fee to use our service area for sales and marketing and to
manage the service areas covered by Sprint PCS's licenses. In areas where we
use our own licenses, we pay Sprint a fee to be a Sprint PCS network partner.

Each Sprint management requires us to follow program requirements that are
used throughout the nationwide Sprint PCS network. We must continue to follow
these program requirements if Sprint PCS changes them. The program requirements
involve:

. management of the service area,

. our participation in Sprint PCS distribution programs on a national and
regional basis,

. cost sharing and auditing in connection with distribution programs,

. handset logistics and distribution,

. retail store guidelines,

. participation in Sprint PCS national account programs,

. establishment of integrated networks with Sprint PCS in each area
serviced by us,

. roaming and inter-service area programs,

. adherence to Sprint technical program requirements,

. customer service matters,

. invoice presentation,

. billing cycles,

. management of fraud and receivables, and

. disaster contingencies.

We also have trademark and service mark license agreements with Sprint
Communications Company, L.P. and trademark and service mark license agreements
with Sprint Spectrum L.P. We

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plan to enter into a services agreement for Sprint to provide us on a contract
basis with selected back office functions such as billing and customer care for
a limited number of our markets.

The Management Agreements

Under our management agreements with Sprint PCS, we have agreed to:

. construct and manage a network in our service area in compliance with our
and Sprint PCS's PCS licenses and the management agreement,

. distribute Sprint PCS products and services,

. use Sprint PCS's and our own distribution channels in our service area,

. conduct advertising and promotion activities in our service area, and

. manage that portion of Sprint PCS's customer base assigned to our service
area.

Sprint PCS will supervise our PCS network operations and has unconditional
access to our PCS network.

Exclusivity. We are the only person who is entitled to manage or operate a
PCS network for Sprint PCS in our service area. Sprint PCS is prohibited from
owning, operating, building or managing another wireless mobility
communications network in our service area while our management agreements are
in place. Sprint PCS may make national sales to companies in our service area
and, as permitted by the FCC, may resell Sprint PCS products and services in
our service area.

Expansion. If Sprint PCS decides to expand our service area, it must give us
written notice. We then have 90 days to decide whether to buildout the proposed
area. If we do not, Sprint PCS may buildout the proposed area or permit another
third party to do so.

Network buildout. The management agreements describe our Sprint PCS
affiliation and the required network buildout plan. We have agreed to cover a
specified percentage of the population at coverage levels ranging from 65% to
75% within each of the 45 markets which make up our service area by specified
dates ending on June 2001.

Products and services. The management agreements identify the products and
services that we may offer in our service area. These services include Sprint
PCS consumer and business products and services. We are allowed to sell non-
Sprint PCS wireless products and services if they do not cause distribution
channel conflicts or consumer confusion with Sprint PCS's products and
services. We may cross-sell services like internet access, handsets, and
prepaid phone cards with Sprint, Sprint PCS and other Sprint PCS affiliates. If
we decide to use third parties to provide these services, we must give Sprint
PCS an opportunity to provide the services on the same terms and conditions. We
cannot offer wireless local loop services specifically designed for the
competitive local exchange market in areas where Sprint owns the local exchange
carrier unless we either name Sprint's local exchange carrier as the only
distributor or get approval from Sprint PCS.

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We participate in the Sprint PCS sales programs for national sales to
customers and handle national accounts located in our service area. We have a
long distance agreement with our affiliate, Cameron Communications Corporation,
for preferred long distance rates. We can also buy long distance services from
Sprint PCS at favorable rates.

Service pricing, traveling and fees. We must offer national and regional
Sprint PCS pricing plans, including Sprint PCS's "Free and Clear" plans. We can
set our own local price plans for Sprint PCS products and services offered only
in our service area, but we must get Sprint PCS's approval.

Our management agreements require revenue sharing of 8% to Sprint PCS and
92% to US Unwired, except for amounts collected with respect to taxes. We keep
100% of revenues, however, from:

.non-US Unwired Sprint PCS customers traveling in our service area,

.sales of handsets and accessories, and

.proceeds from sales not in the ordinary course of business.

Although many Sprint PCS subscribers will purchase a pricing plan that
allows traveling anywhere on the Sprint PCS network without additional charges,
we earn revenues from every minute that we carry a non-Sprint PCS subscriber's
call on our PCS network. This is called roaming. We earn revenues from Sprint
PCS for Sprint PCS's or its network partners' subscribers traveling in our
service area. Similarly, we pay for every minute that our own subscribers use
the Sprint PCS nationwide network outside our service area. Sprint PCS's third
party roaming agreements set the rate for roaming onto a non-Sprint PCS
provider's network.

Advertising and promotions. Sprint PCS is responsible for all national
advertising and promotion of Sprint PCS products and services. We are
responsible for advertising and promotion in our service area. Sprint PCS's
service area includes the urban markets around our service area. Sprint PCS
will pay for advertising in these markets. Given the proximity of those markets
to ours, we expect considerable overlap from Sprint PCS's advertising in
surrounding urban markets.

Program requirements. We will comply with Sprint PCS's program requirements
for technical standards, customer service standards, national and regional
distribution, national accounts programs and traveling and inter-service area
services. Sprint PCS can adjust the program requirements from time to time. We
can appeal Sprint PCS's adjustments, but this could cause an unreasonable
increase in cost to us if the adjustment:

. costs more than 5% of the sum of our equity plus our outstanding long
term debt, or

. increases our operating expenses by more than 10% on a net present value
basis.

If Sprint PCS denies our appeal and we do not follow the program adjustment,
Sprint PCS has the termination rights described below.

Non-competition. We may not offer Sprint PCS products and services outside
our service area without the prior written approval of Sprint PCS. Within our
service area, we may offer, market or

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promote telecommunications products and services only under the Sprint PCS
brands, our own brand or brands of our related parties. We may offer other
products and services approved under the management agreements, but we may not
use a brand of a significant competitor of Sprint PCS or its related parties
for those products and services.

Inability to use non-Sprint PCS brand. We may not sell Sprint PCS products
and services on a non-branded, "private label" basis or under any name other
than the Sprint PCS brand. There are exceptions for sales to resellers and in
the trademark and service mark license agreements.

Termination of management agreements. Each management agreement lasts for 50
years with an initial period of 20 years and three automatic, successive 10-
year renewal periods. The management agreements can be terminated for:

. the termination of Sprint PCS's PCS licenses,

. a breach of the management agreement that is not corrected,

. the bankruptcy of a party to the management agreement,

. the management agreement not complying with any applicable law in any
material respect,

. the termination of either of the trademark and service mark license
agreements, or

. our failure to obtain the financing necessary for the buildout of our PCS
network and for our working capital needs.

Sprint PCS agreed that the issuance of the old notes and the preferred stock
investment by The 1818 Fund would meet the financing requirements of the
management agreements.

If a management agreement is terminated or not renewed, we and Sprint PCS
have specified rights. If we can terminate the management agreement because of
something that Sprint PCS did or did not do, generally we may:

. require Sprint PCS to purchase all of our operating assets used in our
PCS network for at least 80% of our entire business value, which is
described below;

. if Sprint PCS is the licensee for 20 MHz or more of the spectrum on the
date we terminate the management agreement, require Sprint PCS to assign
to us, subject to governmental approval, up to 10 MHz of licensed
spectrum for an amount equal to the greater of:

. the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS, or

. 9% of our entire business value; or

. sue Sprint PCS for damages instead of terminating the management
agreement.

If Sprint PCS can terminate the management agreement because of something
that we did or did not do, generally Sprint PCS may:

. require us to sell our PCS operating assets to Sprint PCS for an amount
equal to 72% of our entire business value;

72
<PAGE>

. require us to purchase, subject to governmental approval, the licensed
spectrum for the greater of:

. the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS or

. 10% of our entire business value;

. take any action to correct our breach of the management agreement. This
may include taking responsibility for, and operating, our PCS network; or

. sue us for damages instead of terminating the management agreement.

Non-renewal of management agreements. If Sprint PCS gives us timely notice
that it does not intend to renew the management agreement, we may:

. require Sprint PCS to purchase all of our operating assets used in our
PCS network for 80% of our entire business value; or

. the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS, or

. 10% of our entire business value.

If we give Sprint PCS timely notice that we do not intend to renew the
management agreement, or if we both give notice of non-renewal, or if the
management agreement can be terminated because it does not comply with legal or
regulatory requirements, Sprint PCS may:

. purchase all of our operating assets for 80% of our entire business
value; or

. require us to purchase, subject to governmental approval, the licensed
spectrum for the greater of:

. the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS, or

. 10% of our entire business value.

If the entire business value must be determined, we and Sprint PCS will each
select one independent appraiser and the two appraisers will select a third
appraiser. The three appraisers will determine the entire business value on a
going concern basis using the following assumptions:

. the entire business value is based on the price a willing buyer would pay
a willing seller for the entire on-going business;

. the then-current customary means of valuing a wireless telecommunications
business will be used;

. the business is conducted under the Sprint and Sprint PCS brands and the
Sprint PCS agreements;

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<PAGE>

. we own the spectrum and frequencies presently owned by Sprint PCS and
subject to the Sprint PCS agreements; and

. the valuation will not include any value for the business not directly
related to the Sprint PCS products and services.

If the management agreement is terminated or not renewed, we may be
obligated to allow Sprint PCS customers to travel at favorable prices in the
service areas where we own the licenses and to allow Sprint PCS to sell some of
our products there.

If the management agreement ends for any reason other than a loss of the
licenses or regulatory considerations, and if Sprint PCS does not transfer the
disaggregated licenses to us, then Sprint PCS must buy our PCS operating assets
except those for the Shreveport, Alexandria and Monroe service areas.

The Trademark and Service Mark License Agreements

We are permitted to use the Sprint and Sprint PCS brand names, "diamond"
symbol and other trademarks and service marks like "The Clear Alternative to
Cellular" and "Clear Across the Nation" on Sprint PCS products and services. We
do not pay to use these names and marks, but we cannot transfer the right to
use them. We believe that the Sprint and Sprint PCS brand names and symbols
enjoy a very high degree of awareness and provide us an immediate benefit in
the market place. To use the licensed marks, we must follow quality standards
determined by Sprint and Sprint PCS. We cannot use the licensed marks in a
manner that would reflect adversely on the image of quality symbolized by the
licensed marks. We will notify Sprint and Sprint PCS promptly if we know of any
violation of any of the licensed marks within our service area and will help
Sprint and Sprint PCS enforce their rights. We have agreed with Sprint and
Sprint PCS to repay each other for losses caused by a significant violation of
the trademark license agreements. In addition, we will repay Sprint and Sprint
PCS for any loss suffered from our use of the licensed marks or sale of any
Sprint or Sprint PCS products and services, unless the losses are from our use
of the licensed marks in compliance with certain guidelines.

Sprint and Sprint PCS can terminate the trademark and service mark license
agreements if we file for bankruptcy or significantly violate the agreement, or
if our management agreement is terminated. We can terminate the trademark and
service mark license agreements if Sprint or Sprint PCS abandons the licensed
marks or files for bankruptcy, or if the management agreement is terminated.

Consent and Agreement for the Benefit of our Senior Lenders

Sprint PCS has a consent and agreement, or lender consent, with the lenders
under our credit facilities. The lender consent modifies Sprint PCS's rights
and remedies under our Sprint PCS management agreements for the benefit of the
lenders and vendor guarantor under our credit facilities and any refinancing of
it.

The lender consent generally provides for:

. Sprint PCS's consent to the pledge of the stock of our subsidiaries and a
security interest in all of our assets, including the Sprint PCS
management agreements;

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<PAGE>

. Sprint PCS not to end our management agreements until our senior
financing is satisfied under the lender consent;

. a prohibition on competing Sprint PCS networks in our service area;

. Sprint PCS to maintain 10 MHz of PCS spectrum in all our markets;

. redirection of payments from Sprint PCS to our lenders under specified
circumstances;

. Sprint PCS and our lenders to provide to each other notices of default;

. the appointment of a temporary replacement manager, including Sprint PCS,
to operate our PCS network under the Sprint PCS management agreements if
our lenders accelerate our repayment of our financing or if there is a
reason to end the Sprint PCS management agreements;

. our lenders or Sprint PCS to assign the Sprint PCS agreements and sell
our assets or stock to a qualified purchaser other than a major
competitor of Sprint PCS or Sprint;

. us to buy spectrum from Sprint PCS and sell our assets or stock to any
qualified purchaser;

. Sprint PCS to buy our assets or our debt; and

. the vendor guarantor to have a claim on assets following the payment of
the guarantee.

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<PAGE>

MANAGEMENT

Executive Officers and Directors

These persons are our directors and executive officers:

<TABLE>
<CAPTION>
Name Age Office
---- --- ------
<S> <C> <C>
William L. Henning,
Jr 46 Chairman, Chief Executive Officer and Director
Robert W. Piper 41 President, Chief Operating Officer and Director
Jerry E. Vaughn 54 Chief Financial Officer
Thomas G. Henning 40 Secretary, General Counsel and Director
William L. Henning, Sr. 76 Director
John A. Henning 44 Director
Lawrence C. Tucker 56 Director
Andrew C. Cowen 29 Director
Michael D. Bennett 35 Vice President and General Manager of Wireless Operations
Jack J. Blanchard 39 Vice President of Marketing
Don A. Matz 41 Vice President of Information Technologies
Brenda S. McElveen 53 Vice President of Administration
Paul J. Clifton 45 Vice President of Research and Development
</TABLE>

William L. Henning, Jr. presently serves as our director and Chief Executive
Officer. He has held these positions since 1988. Before 1988, he was our
General Manager. He has been involved in the senior management of Cameron
Telephone Company and us since 1976. He has also served as our Chairman,
President and Vice President. He was also President of Mercury Information
Technologies, Inc., which has owned and operated a cable television franchise,
a voice mail service and an internet access service, for over five years. From
1991 to 1998, he served as a director of First National Bank of Lake Charles.

Robert W. Piper has been our President and Chief Operating Officer, since
1995. He served as our Chief Financial Officer from 1994 to 1995 and as Vice
President and General Manager of our long distance operations from 1987 to 1990
and of our wireless business from 1987 until 1994. He joined us in 1985 as
comptroller. He served on the Board of Directors of the Cellular
Telecommunications Industry Association from 1992 to 1994 and from 1998 to
1999.

Jerry E. Vaughn has served as our Chief Financial Officer since June 7,
1999. He has over 20 years of diversified financial management experience and
focused the last 11 of these years in the telecommunications industry. From
1994 until he joined us, Mr. Vaughn was President of NTFC Capital Corporation,
a subsidiary of GE Capital. Before that, he was Treasurer of Northern Telecom
Finance Corporation and Vice President of Mellon Bank Corporation.

Thomas G. Henning, has been General Counsel of us and Cameron Telephone
Company since 1994. He is responsible for general corporate, regulatory and
other legal matters. Before becoming General Counsel, Mr. Henning was a partner
with the law firm of Stockwell, Sievert, Viccellio, Clements and Shaddock. He
remains of counsel to this firm. He has been an officer and director of us
since 1988.

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<PAGE>

William L. Henning, Sr. has been our director since our predecessor's
incorporation in 1967. He practiced law for ten years after law school and has
been involved in the telecommunications industry for over 45 years. He was an
executive officer and director of Cameron Telephone Company for over 40 years.
He has also served as director of the National Rural Telecom Association since
1973. He was President of the Louisiana Telephone Association in 1955. He
served as a director of the West Calcasieu Port, Harbor and Terminal District
from 1964 to 1978, of the Calcasieu Parish Industrial Development Board from
1972 to 1986, of the United States Telephone Association from 1982 to 1988 and
of Calcasieu Marine National Bank from 1985 to 1996. He was a commissioner of
the Chenault Industrial Airpark Authority from 1986 to 1988.

John A. Henning has served as our officer and director and as a director of
Cameron State Bank since 1988. He served as President of our Louisiana cellular
operations from 1987 to 1995. He was a director of the Louisiana Telephone
Association from 1984 to 1995 and its President from 1993 to 1995.

Lawrence C. Tucker has been a General Partner of Brown Brothers Harriman &
Co. since 1979 and currently serves as a member of the Steering Committee of
the firm's partnership. He co-founded and has supervisory responsibility for
BBH & Co.'s private equity funds, which are known as The 1818 Funds and which
have raised capital commitments of $1.5 billion. He is a director of MCI
WorldCom, Inc., the MCI WorldCom Venture Fund, National Healthcare Corporation,
Riverwood Holdings, Inc., VAALCO Energy Inc., World Access, Inc. and National
Equipment Services, Inc.

Andrew C. Cowen has been employed by Brown Brothers Harriman & Co. since
1992. He is currently a senior vice president and specializes in private equity
investments. He is a director of Computerized Medical Systems, Inc.

Michael D. Bennett has served as Vice President and General Manager of
wireless operations since January 2000 when he joined us. He has 15 years of
telecommunications experience and spent the last five years in various
positions with PrimeCo, including area director and sales and marketing
director in Jacksonville, Florida, and director of strategy and planning in
Dallas, Texas. He has also worked in various management positions at U.S.
Intelco Networks in Olympia, Washington and Century Telephone Enterprises, Inc.
in Monroe, Louisiana.

Jack J. Blanchard has served as our Vice President of Marketing since
January 1998. Before that, he served for at least five years as our Sales
Manager and Director of Sales and Marketing. He is responsible for all
marketing and public relations efforts for our cellular, PCS, paging, internet
and landline services. He had a leadership role in naming and developing our
very successful wireless prepaid program "Chat Pak." He has been instrumental
in our winning numerous advertising campaign awards such as CLIO's Best Overall
Campaign at the "One Awards" and first place in the television division at the
1998 Cellular Telecommunications Industry Association's EMA awards.

Don A. Matz has served as our Vice President of Information Systems since
October 26, 1998. He is responsible for our management information system and
support. Before joining us in 1998, he was employed for 18 years with Century
Telephone Enterprises, Inc., a telecommunications company engaged in wireline
and wireless activities. With Century Telephone, he held various positions
within Information Systems, the last seven years of which were in director-
level positions in Applications Development, Systems and Networks, and Research
and Development.

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<PAGE>

Brenda S. McElveen presently serves as our Vice President of Administration
and is responsible for customer care, credit collections, customer retention
and employee training for our cellular, paging, PCS, competitive local exchange
carrier and internet services. She joined us in 1984 as Office Manager.

Paul J. Clifton has served as our Vice President of Research and Development
since 1998. From 1994 to 1998, he was our Vice President for Engineering and
Technical Services. From 1988 to 1994, he served us in various capacities such
as manager of network systems and traffic manager. He was first hired by
Cameron Telephone Company in 1980 and began to work for us in 1988. In those
capacities between 1980 and 1994, he was responsible for design and
implementation of projects associated with the operation of our cellular,
paging, voicemail, central office, personal computer, cable television and long
distance operations.

William L. Henning, Jr., Thomas G. Henning and John A. Henning are brothers.
William L. Henning, Sr. is their father.

Board of Directors

Our board of directors is divided into three classes. Each class serves for
three years. The terms of each class are staggered. The Class I directors are
John A. Henning and Thomas G. Henning, and their terms expire in 2001. The
Class II directors are William L. Henning, Sr. and Robert Piper, and their
terms expire in 2002. The Class III directors are William L. Henning, Jr. and
Lawrence C. Tucker, and their terms expire in 2003. We have an agreement with
the holders of our preferred stock that entitles them to elect up to two
individuals to serve on our board of directors. These individuals are Mr.
Tucker and Mr. Cowen.

We do not have a compensation committee. Instead, our board of directors
performs these functions. William L. Henning, Jr., Thomas G. Henning and Robert
Piper, who are some of our executive officers and directors, participate in
deliberations of our board of directors about executive officer compensation.

Under our by-laws, the board of directors may establish an executive
committee. If established, the committee will consist of up to five members and
will have all powers of the board of directors when the board is not in session
except powers expressly delegated to other committees. Every member of the
executive committee must approve the sale of any shares of capital stock or the
incurrence of any indebtedness, except for trade indebtedness incurred in the
ordinary course of our business and indebtedness not in excess of $1.0 million.

No Employment Agreements

We do not have employment agreements with any of our officers or employees.
Each may terminate his employment, or we may terminate his employment, at will.
Employees who started within the last five years have agreed to some
restrictions on competing with us after the person is no longer our employee.

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<PAGE>

Director Compensation

We do not pay our directors fees for service in their capacity as directors.

Executive Compensation

The following table shows what our CEO and three most highly compensated
officers earned in 1997, 1998 and 1999.

<TABLE>
<CAPTION>
Annual Compensation
-------------------
Bonus
--------------
All Other
Name and Principal Position Year Salary Cash Stock Compensation
--------------------------- ---- -------- -------- ----- ------------
<S> <C> <C> <C> <C> <C>
William L. Henning, Jr.............. 1997 $102,750 $ 25,075 -- --
Chairman & Chief Executive Officer 1998 $135,000 -- -- $950,000(/1/)
1999 $110,000 $300,000 -- --

Robert W. Piper..................... 1997 $ 87,951 $ 10,000 -- --
President & Chief Operating
Officer 1998 $105,750 $ 25,000 -- $500,000(/1/)
1999 $112,973 $150,000 -- --
Thomas G. Henning................... 1997 $ 56,875 $ 10,000 -- --
Secretary & General Counsel 1998 $ 60,000 $ 17,500 -- 700,000(/1/)
1999 $ 60,000 $150,000 -- --
Don A. Matz......................... 1997 $ -- -- -- --
VP-Information Systems 1998 $ 21,154 $ 10,000 -- --
1999 $111,008 $ 14,810 -- 56,874(/2/)
</TABLE>
- --------

(1) Consideration from third parties for non-competition agreements in
connection with the 1998 sale of selected cellular markets.

(2) Relocation expenses.

The following table shows the options granted to these executive officers in
1999:

<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
---------------------------------------------------------------------------
Potential Realizable Value at
Number of % of total Assumed Annual Rates of Stock
Securities options Price Appreciation for Option
underlying granted to Exercise Term
Name and Principal options employees or base Expiration --------------------------------
Position granted during 1999 price date 0% 5% 10%
------------------ ---------- ----------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
William L. Henning,
Jr..................... 200,000 30.1% $ 6.00 9-30-09 $2,800,000 $5,315,579 $9,174,970
Chairman & Chief 29,100 4.4% $26.55 9-30-09 0 175,412 736,953
Executive Officer

Robert W. Piper......... 100,000 15.0% $ 6.00 9-30-09 1,400,000 2,657,789 4,587,485
President & Chief 15,200 2.3% $26.55 9-30-09 0 91,624 384,938
Operating Officer
Thomas G. Henning....... 100,000 15.0% $ 6.00 9-30-09 1,400,000 2,657,789 4,587,485
Secretary & General 12,000 1.8% $26.55 9-30-09 0 72,335 303,898
Counsel
Don A. Matz............. 4,500 0.7% $ 6.00 9-30-09 63,000 119,601 206,437
VP-Information Systems 9,900 1.5% $26.55 9-30-09 $ 0 $ 59,676 $ 250,716
</TABLE>

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<PAGE>

1999 Equity Incentive Plan

We have adopted the US Unwired Inc. 1999 Equity Incentive Plan. Under the
plan, we may grant stock options and other equity-based awards to our
directors, officers, selected employees and consultants. Our board of directors
administers the plan.

The board may grant stock options, stock appreciation rights and other
equity-based awards to eligible persons. These awards may not relate to more
than 2,300,000 shares of class A common stock. We may reissue shares subject to
awards that are not exercised or paid. We do not count awards paid in cash
against the number of shares that we may issue under the plan.

We may satisfy awards with either authorized but unissued class A common
stock or class A common stock held as treasury shares. The board may grant one
or more types of awards in any combination to a particular participant in a
particular year. Unless our board of directors terminates it earlier, the plan
will remain in effect until all awards have been satisfied in stock or in cash
or terminated and there are no more restrictions on stock issued under the
plan. Except when we award
stock as additional payment for services to us, we will confirm each award and
sign an agreement with the participant.

We may make the following types of awards or grants under the plan:

Stock options. Stock options may be incentive stock options that qualify
under of Section 422 of the Internal Revenue Code or nonqualified stock
options. The board will set the exercise price and other terms of options.

A person who has been granted a stock option, or an optionee, may pay the
exercise price for an option in shares of class A common stock valued at their
then fair market value if the optionee has held the shares for at least six
months. The board may permit the optionee to pay in shares of class A common
stock that have been held for less time, or in any other manner.

We may not grant incentive options after September 30, 2009. If the optionee
does not exercise these options, they expire no later than 10 years after the
date of grant. We may not grant incentive options to any participant in the
plan who, at the time of the grant, would own (as determined by the Internal
Revenue Code) more than 10% of the total combined voting power of all classes
of our stock or of any of our subsidiaries.

Stock appreciation rights and limited stock appreciation rights. A stock
appreciation right is a right to receive, without payment to us, a number of
shares of stock, cash or both, as determined by a formula. A limited stock
appreciation right is a right to receive, without payment to us, cash in amount
determined by a formula if there is a change in the persons who control us. We
may grant stock appreciation rights with all or any part of a stock option or
independently. If a participant exercises a stock appreciation right, he is
entitled to receive, for each share of class A common stock relating to the
exercised stock appreciation right, the excess of the fair market value per
share of class A common stock on the date of exercise over the grant price of
the stock appreciation right. The board sets the terms of stock appreciation
rights. If a participant exercises a limited stock appreciation right, he is
entitled to receive a cash payment, for each share of class A common stock

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<PAGE>

relating to the exercised limited stock appreciation right, equal to excess of
the defined change of control value over the grant price of the limited stock
appreciation right.

Other stock-based awards. The board may make other awards based on shares of
class A common stock. These awards may depend on our performance or the
performance. The board will determine the participants to whom and the times at
which these awards will be made, the number of shares of class A common stock
to be awarded and all other terms of the awards.

We will adjust the number of shares of class A common stock available or
issued under the plan if there is any recapitalization, reclassification, stock
dividend, stock split, combination of stock or other similar change in class A
common stock. If there is an adjustment, the board will make appropriate
adjustments to the purchase price of any option, the performance objectives of
any award and the stock issuable pursuant to any award so that participants
will have the same relative rights before and after the adjustment.

If there is a change in the persons who control us, all outstanding options
that we have granted, including incentive options, stock appreciation rights
and limited stock appreciation rights, will become fully exercisable, all
restrictions on any award will lapse, and all performance criteria and other
conditions relating to the payment of awards will be deemed achieved or waived
by us without further action.

Our board may change or terminate the plan at any time. Tax or regulatory
laws may require our stockholders to approve some changes.

The plan is not subject to ERISA and is not qualified under Section 401(a)
of the Internal Revenue Code.

We have granted an aggregate of 1,090,000 options under our plan. This
amount includes 229,100 options to William L. Henning, Jr., 115,200 options to
Robert W. Piper and 24,000 options to Jerry E. Vaughn.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Corporate Restructuring

We recently changed our corporate structure. US Unwired used to be our
operating cellular company, and LA Unwired and LEC Unwired were its
subsidiaries. In September 1999, we formed a holding company named US Unwired,
and all of the stockholders of old US Unwired became stockholders of the new
holding company. We did this by exchanging all of the issued and outstanding
capital stock of old US Unwired, the operating cellular company, for an equal
number of shares of new US Unwired, the holding company. Old US Unwired was
renamed Unwired Telecom and became a wholly owned subsidiary of new US Unwired.
Unwired Telecom made a stock dividend to US Unwired of all of its ownership
interest in LA Unwired and LEC Unwired. LA Unwired and LEC Unwired are now
subsidiaries of the holding company.

Our affiliate Command Connect used to hold some of our FCC licenses and owed
$2.3 million to the FCC for those licenses. US Unwired and Cameron equally own
Command Connect. As of December 17, 1999, Command Connect transferred its PCS
licenses and related FCC debt to LA Unwired.

Affiliate Transactions

General. US Unwired, Cameron Communications Corporation and their
subsidiaries have agreements with one another and with other companies under
common control. We describe some of those agreements below. Other agreements
include sharing of costs, services and salary expenses and sales of assets
between companies. The Henning family owns approximately 60% of Cameron.

Bill processing procedures. Under agreements made in 1997 and 1998, Unibill,
Inc., a wholly owned subsidiary of Cameron, provides bill processing and
related services for us and Meretel. We believe that the terms of these
agreements are no less favorable to us than would be available from
unaffiliated third persons. For these services, Unibill received approximately
$2.7 million in 1997, $2.9 million in 1998 and $2.8 million in 1999.

Property leases. In March 1998, US Unwired agreed to lease office, equipment
and warehouse space from Unibill for 60 months. We believe that the terms of
this lease are no less favorable to us than would be available from
unaffiliated third persons. US Unwired paid Unibill $173,500 in 1998 and
$294,500 in 1999 to lease these properties.

System management and construction services. On January 1, 1998, US Unwired
agreed to provide Meretel with construction and management services for its
systems. These services included reviewing and modifying system design,
obtaining governmental and regulatory approvals, preparing control point, base
station and business office sites, purchasing and installing switching and base
station equipment, negotiating interconnection to the local exchange switched
telephone network, and generally managing the operations of the system. In
return for these services, Meretel paid US Unwired a management fee and
reimbursed it for all of its expenses. As part of the Meretel transaction
described in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations," we no longer provide these
services. Meretel paid US Unwired approximately $1.4 million in 1997, $4.5
million in 1998 and $2.2 million in 1999 for these

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<PAGE>

services and expense reimbursements. In 1997, Meretel agreed to pay US Unwired
a commission for each customer activated for Meretel. Meretel paid US Unwired
commissions of approximately $1.2 million in 1997 and $1.9 million in 1998.

Long distance services. US Unwired purchases long distance service from
Cameron and resells that service to US Unwired's customers. US Unwired pays
rates for this service that are comparable to rates at similar volumes charged
by Cameron to other customers. These rates are competitive with rates that US
Unwired would expect to pay for similar service from an unaffiliated third
party. US Unwired paid Cameron approximately $951,000 in 1997, $764,000 in 1998
and $1.5 million in 1999 for long distance services.

Flight services. US Unwired uses, for a rate of $2.75 per air mile, a
Mitsubishi Diamond 1A aircraft owned and operated by Cameron. US Unwired paid
Cameron approximately $93,800 in 1997, $84,500 in 1998 and $97,100 in 1999 for
these flight services. These rates are comparable to what US Unwired would be
required to pay to an unaffiliated third party for similar services.

Management and other services. In 1999, LEC Unwired began providing US
Unwired with voicemail services which US Unwired uses and also resells to its
cellular and digital subscribers. LEC agreed also to provide technical support
to Cameron for $2,600 per month. We believe that the terms of these
arrangements are no less favorable to US Unwired than would be expected in
comparable arrangements with unaffiliated third persons.

On September 30, 1998, US Unwired purchased from Maas.net all of its
internet assets for approximately $620,000. This amount represented the then
current outstanding liabilities of Maas.net. Maas.net is a limited liability
company owned 63% by MIT. MIT owns 20% of Wireless Management Corporation,
which is the general partner of Meretel. Two of our directors and one of our
officers own interests in MIT, and the chairman of our board of directors owns
27% of MIT.

Internet services. Effective October 1, 1998, US Unwired began providing to
Cameron and its affiliates internet services for resale to their customers.

Preferred stock sale. On October 29, 1999, we sold $55 million of our
convertible preferred stock to the 1818 Fund III, L.P., a Delaware private
equity partnership managed by Brown Brothers Harriman & Co., and affiliates of
Trust Company of the West. In connection with the sale, Lawrence C. Tucker, who
is a general partner of Brown Brothers Harriman & Co., and Andrew C. Cowen, who
is a senior vice president of Brown Brothers Harriman & Co., became members of
our board of directors.

Bank financing and senior subordinated discount notes. In October 1999, US
Unwired entered into consulting agreements with William L. Henning, Sr. and
John A. Henning, both of whom serve on US Unwired's board of directors. US
Unwired paid $250,000 to William L. Henning, Sr. and $150,000 to John A.
Henning for consulting services for matters involving financing of our wireless
business through potential bank financing and senior subordinated discount
notes.

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<PAGE>

SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table shows as of February 1, 2000 the beneficial ownership of
the capital stock of US Unwired by (a) each of our directors and officers
listed in the summary compensation table, (b) all directors and officers as a
group and (c) each person known to us to be the beneficial owner of 5% or more
of any class of our voting securities. In this table, beneficial ownership
means the sole or shared power to vote or direct the voting or to dispose or
direct the disposition of any security. A person is deemed as of any date to
have beneficial ownership of any security that the person has a right to
acquire within 60 days after that date. Any security that any person has the
right to acquire within 60 days is deemed to be outstanding for purposes of
calculating the ownership percentage of any other person. Except as otherwise
indicated, the address for each stockholder is c/o US Unwired Inc., One
Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629.

<TABLE>
<CAPTION>
Convertible
Preferred
Stock(/1/) Class A Common Stock
---------------------------- ---------------------------------------
Percentage of
Name of Percentage Percentage class as
Beneficial Owner Shares of class Shares of class converted(/12/)
- ---------------- ------- ---------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
Sandy Britnell,
Trustee of the
William L.
Henning Grantor
Retained
Annuity Trust
and the Lena B.
Henning Grantor
Retained
Annuity Trust.. -- -- -- -- --
William L.
Henning, Sr.... -- -- -- -- --
William L.
Henning, Jr.... -- -- -- -- --
John A.
Henning........ -- -- -- -- --
Thomas G.
Henning........ -- -- -- -- --
Thomas D.
Henning........ -- -- -- -- --
Robert W.
Piper.......... -- -- -- -- --
Lawrence C.
Tucker......... 500,000(/9/) 90% -- -- --
The 1818 Fund
III, L.P....... 500,000 90 -- -- --
Trust Company of
the
West(/11/)..... 50,000 10 50,000(/12/) 100% 100%
<CAPTION>
Class B Common Stock
-----------------------------------------------
Percentage of
Name of Percentage class as
Beneficial Owner Shares of class converted(/10/)
- ---------------- -------------------- ---------- ---------------
<S> <C> <C> <C>
Sandy Britnell,
Trustee of the
William L.
Henning Grantor
Retained
Annuity Trust
and the Lena B.
Henning Grantor
Retained
Annuity Trust.. 4,502,731(/2/) 40.0% 34.3%
William L.
Henning, Sr.... 65,313(/3/) 0.6 0.5
William L.
Henning, Jr.... 1,043,179(/4/)(/5/) 9.3 7.9
John A.
Henning........ 987,861(/5/)(/6/) 8.8 7.5
Thomas G.
Henning........ 1,380,592(/7/) 12.3 10.5
Thomas D.
Henning........ 779,596 6.9 5.9
Robert W.
Piper.......... 33,286(/8/) 0.3 0.3
Lawrence C.
Tucker......... 1,883,239(/9/)(/10/) -- 14.3
The 1818 Fund
III, L.P....... 1,883,239(/10/) -- 14.3
Trust Company of
the
West(/11/)..... -- -- --

All officers and
directors as a
group (11
persons total,
7 with
ownership
interests)..... 550,000(/8/)(/9/) 90 -- -- --
All officers and
directors as a
group (11
persons total,
7 with
ownership
interests)..... 6,173,066 78.2 81.3
</TABLE>
- --------

(/1/) Includes the series A preferred stock and the series B preferred stock.

(/2/) Includes 2,251,366 shares held by the William L. Henning Grantor
Retained Annuity Trust and 2,251,365 shares held by the Lena B. Henning
Grantor Retained Annuity Trust. Ms. Britnell disclaims the beneficial
ownership of all shares held by these trusts.

(/3/) Includes 14,942 shares held by William L. Henning, Sr. as custodian
under the Uniform Gifts to Minors Act for the benefit of the minor
children of Thomas G. Henning, of which shares William L. Henning. Sr.
disclaims beneficial ownership. The remainder includes the community
property interest of Mrs. William L. Henning, Sr. Also includes William
L. Henning, Sr.'s proportionate interest in 33,286 shares held by a
general partnership comprised of Mr. and Mrs. William L. Henning, Sr.,
William L. Henning, Jr., John A. Henning and Thomas G. Henning, based on
his interest in that partnership.

(/4/) Excludes 15,798 shares held by Thomas G. Henning as custodian under the
Uniform Gifts to Minors Act for the benefit of the minor children of
William L. Henning, Jr.

(/5/) Excludes 116,501 shares held in each of two trusts for the benefit of
the minor children of William L. Henning, Jr. and John A. Henning,
respectively, of which shares each of them disclaims beneficial
ownership. Includes each of William L. Henning, Jr.'s and John A.
Henning's proportionate interest in 33,286 shares held by a general
partnership comprised of Mr. and Mrs. William L. Henning, Sr., William

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<PAGE>

L. Henning, Jr., John A. Henning and Thomas G. Henning, based on each of
their respective interests in that partnership.

(/6/) Excludes 21,186 shares held by Thomas G. Henning as custodian under the
Uniform Gifts to Minors Act for the benefit of the minor children of
John A. Henning.

(/7/) Includes an aggregate of 36,984 shares held by Thomas G. Henning as
custodian under the Uniform Gifts to Minors Act for the benefit of the
minor children of John A. Henning and William L. Henning, Jr. (see
Notes (4) and (6) above), of all of which shares Thomas G. Henning
disclaims beneficial ownership. Excludes 14,942 shares held by William
L. Henning, Sr. as custodian under the Uniform Gifts to Minors Act for
the benefit of the minor children of Thomas G. Henning (see Note (3)
above). Includes 233,002 shares held by Thomas G. Henning as trustee
for the minor children of William L. Henning, Jr. and John A. Henning
(see Note (5) above), and 116,501 shares held by Thomas G. Henning as
trustee for his own minor children, and 2,856 shares held by Thomas G.
Henning as custodian under the Uniform Gifts to Minors Act for the
benefit of his minor children, of all of which shares he disclaims
beneficial ownership. Also includes Thomas G. Henning's proportionate
interest in 33,286 shares held by a general partnership comprised of
Mr. and Mrs. William L. Henning, Sr., William L. Henning, Jr., John A.
Henning and Thomas G. Henning, based on his interest in that
partnership.

(/8/) Includes the community property interest of Dr. Eileen Piper, the
spouse of Robert W. Piper.

(/9/) Mr. Tucker, a general partner of Brown Brothers Harriman & Co., which
is the general partner of The 1818 Fund, may be deemed to be the
beneficial owner of shares held of record by The 1818 Fund due to his
role as a co-manager of The 1818 Fund. Mr. Tucker disclaims beneficial
ownership of the shares beneficially owned by The 1818 Fund, except to
the extent of his pecuniary interest therein. The 1818 Fund designated
Mr. Tucker as a director.

(/10/) Assumes that The 1818 Fund has converted all of its shares of series A
preferred stock.

(/11/) Represents shares held by the following affiliates of Trust Company of
the West: TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Shared Opportunity Fund II, L.P., TCW Shared
Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust, L.P. and
Brown University Third Century Fund.

(/12/) Assumes that all of the affiliates of Trust Company of the West (see
Note (11) above) have converted their shares of series B preferred
stock.

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<PAGE>

CERTAIN INDEBTEDNESS

Senior Credit Facilities

Under a credit agreement dated as of October 1, 1999, US Unwired entered
into senior credit facilities for $130.0 million. The senior credit facilities
provide for an $80.0 million reducing revolving credit facility, which matures
on September 30, 2007, and a $50.0 million delay draw term loan, which matures
on September 30, 2007.

The reducing revolver will be permanently reduced in quarterly installments
beginning on June 30, 2000, in amounts which vary between $1.3 million and $6.0
million. The term loan will be amortized in quarterly installments beginning on
June 30, 2003. These quarterly amounts range between $1.3 million and $3.7
million.

Interest on all loans made under the senior credit facilities bear interest
at variable rates tied to the prime rate, the federal funds rate or the London
Interbank Offering Rate.

The senior credit facilities require US Unwired to pay an annual commitment
fee of 1.5% of the unused commitment under the senior credit facilities when
the unused portion is greater than or equal to 66.67% of the total amount of
the senior credit facilities, reducing to 1.25% when the unused portion is less
than 66.67% but equal to or greater than 50% of the total amount of the senior
credit facilities, and reducing to 1.00% when the unused portion is less than
50% of the total amount of the senior credit facilities.

All of US Unwired's obligations under the senior credit facilities are
guaranteed by:

. a fully secured guarantee from each of LA Unwired and Unwired Telecom,
and

. an unsecured partial guarantee from Lucent Technologies, Inc. in the
amount of up to $43.3 million available for principal, together with one-
third of accrued interest and other applicable fees (but excluding
prepayment premiums). If US Unwired (including the subsidiary guarantors
and Texas Unwired) demonstrates a defined total leverage ratio (including
subordinated indebtedness) of less than 6:1 for four consecutive
quarters, Lucent will be released from its guarantee.

The senior credit facilities are secured by:

. a first priority security interest in all tangible and intangible assets
of US Unwired (other than the corporate headquarters building), LA
Unwired and Unwired Telecom (including the owned PCS licenses, to the
extent legally permitted);

. a pledge by US Unwired and Cameron of 100% of the ownership interests in
LA Unwired, a pledge by US Unwired of its ownership interest in Unwired
Telecom and a pledge by LA Unwired of its ownership interest in Texas
Unwired; and

. an assignment by LA Unwired of all Sprint PCS agreements and any network
contract (including software rights).

The agreement governing the senior credit facilities contains covenants
customary for facilities similar to the senior credit facilities, including
covenants that restrict the incurrence of indebtedness, liens or contingent
obligations, mergers and acquisitions, asset sales, investments, transactions
with

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<PAGE>

affiliates other than at arm's length, management fees, dividends and
distributions, and covenants that require compliance with various financial
requirements, maintenance of existence, records, properties and insurance,
certain conduction of business, compliance with laws, reporting of regulatory,
litigation and other matters, rights of inspection and Year 2000 preparation,
in each case by US Unwired, LA Unwired, Unwired Telecom and Texas Unwired.

Other terms of the agreement include annual mandatory prepayments beginning
after December 31, 2002 of 50% of excess cash flow and limitations on a change
in control of US Unwired.

We will use borrowings under the senior credit facilities for working
capital requirements and capital expenditures for LA Unwired.

Other Credit

LEC Unwired loan agreements and US Unwired undertaking. On July 22, 1998,
LEC Unwired entered into a loan agreement for $15.0 million and a subordinated
loan agreement for $3.0 million with certain lenders. Under these agreements,
no more than two loans may be made to LEC Unwired in any calendar month. Each
loan must be of a minimum principal amount of $500,000. All loans made under
either of these agreements are represented by notes stated to mature on July 1,
2006. All loans made under the $15.0 million agreement bear interest at
variable rates tied to the defined Commercial Paper Rate, London Interbank
Offering Rate or U.S. Treasury securities rate, and all loans made under the
$3.0 million agreement bear interest at the U.S. Treasury securities rate plus
the defined applicable margin. Both loan agreements contain customary covenants
for similar facilities. Loans made under these agreements are available for LEC
Unwired to build, own and operate its competitive local exchange carrier
systems and for other costs.

As required by these loan agreements, US Unwired agreed on March 31, 1999 to
contribute cash of not more than $4.5 million to LEC Unwired if LEC Unwired
does not meet specified financial requirements in the loan agreements. These
include projected EBITDA and revenue requirements, specified ratio requirements
and minimum cash availability requirements. The amount of cash that US Unwired
must provide depends on the requirement that LEC Unwired has failed to meet.

Meretel credit agreement and US Unwired guarantee. On May 16, 1997, Meretel
entered into a credit agreement for a $57.0 million reducing revolving senior
credit facility which matures on July 1, 2007.

All loans made under the senior credit facility bear interest at variable
rates tied to the prime rate, the London Interbank Offering Rate or the U.S.
Treasury Rate. The credit agreement contains customary covenants for similar
facilities. Meretel uses these borrowings to construct its network and for
working capital.

As required by the credit agreement, US Unwired entered into a primary
guaranty agreement on May 16, 1997. The primary guarantors are the owners of
Meretel. The primary guarantors guarantee $19.0 million of Meretel's senior
credit facility. US Unwired's proportionate share of the guarantee is based on
its ownership percentage, which is 13.3% or approximately $2.5 million, as of
the date of this prospectus.

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<PAGE>

OUR OBLIGATIONS AND YOUR RIGHTS UNDER THE NOTES

Our obligations and your rights under the notes are governed by:

. the notes;

. an agreement, called the indenture, that was signed on October 29, 1999,
by us, the subsidiaries that guaranteed the notes, and the trustee, which
is State Street Bank and Trust Company;

. a federal law that is known as the Trust Indenture Act and that supplies
some of the content of indentures like the indenture; and

. another agreement, called the registration rights agreement, that was
signed on October 29, 1999, by us, the subsidiaries that have guaranteed
the notes, and the securities firms that purchased the old notes from us
for the purpose of reselling them.

The owners of the old notes own them through a method of ownership that is
called book-entry ownership. Under this method of ownership, Depositary Trust
Company, or DTC, is the registered owner of one or more notes, called global
notes, that represent ownership interests in the notes by participants in DTC
or in Euroclear or Cedel, which provide similar services for their users. DTC
enters on its books the interests of these participants in the notes. The
participants who are the book-entry owners do not hold certificates for the
notes and are not registered on our records as owners. The Brussels office of
Morgan Guaranty Trust Company of New York operates Euroclear. Cedel Bank
operates Cedel.

We expect that all of the new notes will be owned through book-entry
ownership as well. As described in the section on book-entry ownership, you can
under certain circumstances own your notes through the traditional method of
having a certificate for the notes registered in your name on our records.
Book-entry ownership is represented by one or more global notes, and they are
registered in the name of DTC's nominee, which is Cede and Co.

The three sections that follow this one have the following purposes:

. the first one briefly describes our obligations and your rights under the
notes and the indenture. See "Description of the New Notes."

. the second one briefly describes our obligations and your rights under
the registration rights agreement. See "Registration Rights Agreement."

. the third one briefly describes your rights under the book-entry form of
ownership. See "Book-Entry, Delivery and Form."

The brief descriptions that follow do not restate the complete terms of the
notes, the indenture or the registration rights agreement. We urge that you
read the notes, the indenture and the registration rights agreement because
they, and not these descriptions, govern your rights as owners of the notes.

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<PAGE>

DESCRIPTION OF THE NEW NOTES

We issued the old notes under the indenture, and we will issue the new notes
under the indenture. Your rights and our obligations include those stated in
the notes and in the indenture and those made part of the indenture by its
references to the Trust Indenture Act.

In this section, the pronoun "we" or "us" means US Unwired Inc. and not
other members of its corporate family.

Overview of Our Notes

Here are some of the key aspects of our notes. They are described in greater
detail in the following sections.

. We issued notes in the total amount of $400 million. This is called the
face amount. We sold them for the discounted price of $209.2 million. We
discounted the price because the notes do not begin to bear interest
until November 1, 2004. The face amount of the notes becomes due on
November 1, 2009.

. The notes will increase in value from the discounted price of $209.2
million to the face amount of $400 million. This increase is called
accretion. It began on October 29, 1999, when the old notes were issued,
and will continue until November 1, 2004, when the accreted value will
be equal to the face amount of the notes. At that time accretion stops
and the notes begin to bear interest.

. Interest begins to accrue on the notes on November 1, 2004, at the rate
of 13 3/8% per year. We will pay interest on each May 1 and November 1
thereafter.

. Two of our subsidiaries have guaranteed the entire amount due under the
notes.

. The notes are secured by the 80% interest of one of our subsidiaries in
a partnership, and by any notes payable by that partnership to the
subsidiary. The amount of this security is not substantial. It is the
only security for the notes. It also secures our bank lenders, and they
come ahead of our noteholders.

. Our old notes and the guarantees of them are, and our new notes and the
guarantees of them will be:

. general unsecured obligations except for the limited security
described immediately above.

. subordinated to the existing and future senior debt of us and the
guarantors.

. We are permitted to redeem our notes under specified circumstances, and
we must repurchase them under specified circumstances.

. We and our subsidiaries are subject to various restrictions that affect:

. indebtedness;

. issuing stock;

. dividends and other distributions;

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<PAGE>

. investments;

. liens;

. mergers and acquisitions;

. sales of assets;

. transactions with affiliates; and

. other business matters.

. We will be in default if we fail to pay the notes or if we fail to
perform our agreements in the indenture.

Principal, Maturity and Interest

We will issue new notes that have a total face amount equal to the face
amount of the old notes that are exchanged. Like the old notes, the new notes
will have a minimum face amount of $1,000 and will be issued in multiples of
$1,000.

We offered the old notes at a substantial discount from their total face
amount of $400 million. We received gross proceeds of approximately $209.2
million from their sale. We will be required to pay the full face amount of the
notes on November 1, 2009. Interest on the notes will not begin to accrue until
November 1, 2004. Prior to that time, in lieu of interest, the notes will
increase in value. This increase is called accretion. The beginning value is
the price for which the old note was sold. This price was about $523 per $1,000
of face amount of the notes. Each note will increase in value daily, compounded
on each May 1 and November 1, at the rate of 13 3/8% per year from October 29,
1999, which was the date we issued the old notes.

The value of the notes on November 1, 2004 will be equal to the face amount
of the notes. On that date, the notes will stop increasing in value, but they
will begin to accrue interest at the rate of 13 3/8% per year. We will be
required to pay all of the accrued interest beginning May 1, 2005, and on each
November 1 and May 1 thereafter. We will be required to pay interest at the
rate of 14 3/8% per year on any overdue payments. The record dates for the
payment of interest will be April 15, for payments becoming due May 1, and
October 15, for payments becoming due November 1.

Methods of Receiving Payments on the Notes

If a registered holder of notes has given wire transfer instructions to us,
we will pay all amounts due in accordance with those instructions. We will make
all other payments on notes at the office or agency of the paying agent in
Manhattan unless we decide to pay interest by mailing checks to the registered
holders.

Paying Agent and Registrar for the Notes

We must appoint a paying agent to which the notes may be presented for
payment, and a registrar where notes may be presented for registration,
transfer or exchange. The trustee will initially act as paying agent and
registrar. We may change the paying agent or registrar without prior notice to
the holders, and we or our subsidiaries may act as paying agent or registrar.

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Transfer and Exchange of Notes

Holders may transfer or exchange notes in accordance with the indenture.
The registrar may require a holder to furnish appropriate endorsements and
transfer documents and we may require a holder to pay any taxes and fees
required by law or permitted by the indenture. We are not required to transfer
or exchange any note that has been selected for redemption. Also, we are not
required to transfer or exchange any note for a period of 15 days before a
selection of notes to be redeemed.

The registered holder of a note will be treated as the owner of it for all
purposes, except for some purposes of the exchange offer, as discussed
elsewhere in this prospectus.

Subsidiary Guarantees and Security for the Notes

Two of our subsidiaries, LA Unwired and Unwired Telecom, will be guarantors
of the notes. Our future restricted subsidiaries will be guarantors also. A
guarantor will be liable for the entire amount due under the notes and the
indenture. The obligations of each guarantor will be limited as necessary to
prevent the guarantee from constituting a fraudulent conveyance under
applicable law.

A guarantor may not sell substantially all of its assets to, or consolidate
or merge with another person, other than us or another guarantor, unless:

. immediately after giving effect to that transaction, no default exists;
and

. either:

. the acquiring person assumes all the obligations of the guarantor to
note holders, or

. the net proceeds of the transactions are applied in accordance with
the asset sale provisions of the indenture that are described below.

A guarantor will be released:

. following any transactions of the type described above in which it is
acquired, if
the net proceeds of that transaction are applied in accordance with the
asset sale provisions of the indenture, or

. if we properly designate any restricted subsidiary that is a guarantor
as an unrestricted subsidiary.

The notes are secured by:

. a pledge of LA Unwired's 80% partnership interest in the Texas Unwired
general partnership, and

. a pledge of any notes payable to LA Unwired by Texas Unwired.

LA Unwired has entered into a pledge agreement defining the terms of these
pledges. Under this agreement, these pledges secure all of the obligations of
LA Unwired under the credit agreement and all obligations of LA Unwired to
holders of the notes. The credit agreement is an agreement under which we and
our subsidiaries have obtained $130 million in credit from banks for which
CoBank, ACB acts as administrative agent.

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<PAGE>

The security interest that secures the notes is junior to the security
interest that secures the lenders under our credit agreement. The agent under
the credit agreement is entitled to control virtually all decisions relating to
the exercise of remedies under the pledge agreement. As a result, the holders
of notes will not be able to force a sale of collateral or otherwise exercise
many of the remedies available to a secured creditor without the concurrence of
the agent under the credit agreement. So long as no event of default exists
under the credit agreement or the indenture, and subject to certain terms and
conditions, LA Unwired is entitled to receive all cash dividends, interest and
other payments made upon its interest in Texas Unwired and to exercise any
voting rights. The pledges will be released if the partnership interests in
Texas Unwired are sold and the net proceeds from that sale are applied in
accordance with the assets sales provisions of the indenture, as described
below.

Subordination and Ranking

Our new notes:

. will be our general unsecured obligations,

. will be subordinated in right of payment to all of our existing and
future senior debt, which includes most of our indebtedness other than
taxes and trade payables,

. will be equal in right of payment with any of our future senior
subordinated indebtedness, and

. will be unconditionally guaranteed by our subsidiary guarantors.

The guarantees:

. are unsecured obligations of the guarantors, except for the limited
security provided by the pledge agreement,

. are subordinated in right of payment to all existing and future senior
debt of the guarantors, which includes most of their indebtedness other
than taxes and trade payables, and

. are equal in right of payment with any future senior subordinated
indebtedness of the guarantor.

Our senior debt:

. includes our debt under our credit agreement with banks,

. includes our debt under other similar agreements that provide for us to
obtain revolving credit loans, term loans, receivables financing, letter
of credit and other debt financing from banks or other financial
institutions, or to issue our commercial paper to them,

. does not include our obligations for taxes,

. does not include our trade payables, and

. does not include any debt that the indenture prohibits us to incur.

The subordination provisions mean that the holders of senior debt will be
entitled to receive payment in full of all obligations due them before the
holders of notes will be entitled to receive any payment on the notes or the
guarantees:

. in a liquidation or dissolution proceeding,

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. in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding,

. in an assignment for the benefit of creditors, or

. in any other marshaling of assets and liabilities.

In addition, until the senior debt is paid in full, any payment or
distribution to which holders of notes would be entitled will be made to
holders of senior debt.

We may not make any payment on the notes, and a guarantor may not make any
payment on its guarantee, if we or the bank lenders under our credit agreement
give the trustee under the indenture a payment blockage notice. We or those
lenders are permitted to give that notice at any time we have failed to live up
to our obligations under the credit agreement. If our credit agreement has been
paid off and we have other borrowings of more than $25 million that we treat as
designated senior debt, then the holders of that debt may give a payment
blockage notice if we fail to meet our obligations under it.

We must resume payments on the notes following a payment blockage notice
only:

. in the case of a payment default, when it is cured or waived (and, if
applicable, any acceleration is rescinded), and

. in case of a nonpayment default, the earlier of the date when it is
cured or waived or 179 days after the payment blockage notice, unless
the maturity of any designated senior debt has been accelerated.

No new payment blockage notice may be delivered unless and until:

. 360 days have elapsed since the delivery of the prior payment blockage
notice, and

. all scheduled payments that have come due on the notes have been paid in
full in cash.

Despite the provisions described above that prohibit payments to holders of
notes under the circumstances described, we and our guarantors could still make
those payments by delivering equity interests such as our capital stock or
capital stock of a guarantor, or by delivering debt that is subordinated at
least to the same extent as the notes.

If the trustee or any holder of notes receives a prohibited payment on the
notes and actually knew that the payment was prohibited, the trustee or holder
must hold the payment in trust for the benefit of the holders of senior debt
and deliver it to them on request.

We must promptly notify holders of senior debt if payment of the notes is
accelerated because of a default. We and the guarantors may not make any
payment on the notes or the guarantees until five business days after the
holders of the senior debt receive the notice. Thereafter, we and the
guarantors may make payments on the notes only if the subordination provisions
of the indenture permit payment at the time.

The subordination provisions described above may cause holders of the notes
to recover nothing at all, or to recover less than holders of senior debt.

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Optional Redemption

Prior to November 1, 2002, we may on any one or more occasions redeem up to
35% of the original total principal amount of notes with the net cash proceeds
of one or more public offerings of our stock. The redemption price is $1,137.50
for each $1,000 of accreted value of notes redeemed, plus any penalties we may
owe on the notes under the provisions of the registration rights agreement. We
will not be permitted to make these redemptions unless:

. at least 65% of the original total principal amount of the notes remains
outstanding after the redemption, and

. the redemption occurs within 45 days after we receive the money from the
public offering.

We are not otherwise permitted to redeem notes prior to November 1, 2004.

After November 1, 2004, we may redeem all or part of the notes by giving
notice between 30 and 60 days before the redemption. The redemption price will
be the amount shown in the table plus any penalties we owe under the
registration rights agreement.

<TABLE>
<CAPTION>
Redemption price per $1,000
Year beginning of principal amount
-------------- ---------------------------
<S> <C>
November 1, 2004.............................. $1,066.88
November 1, 2005.............................. 1,044.58
November 1, 2006.............................. 1,022.29
November 1, 2007 and thereafter............... 1,000.00
</TABLE>

No Mandatory Redemption or Sinking Fund Payments

We are not required to make mandatory redemption or sinking fund payments on
the notes.

Selection and Notice

If we redeem less than all of the notes the trustee will select notes for
redemption as follows:

. if the notes are listed, in compliance with the requirements of the
principal national securities exchange on which they are listed, or

. if the notes are not listed, on a pro rata basis, by lot or any other
method the trustee considers fair and appropriate.

We must pay the redemption price on the redemption date that we choose. On
that date interest and accretion will stop accruing on notes called for
redemption.

Repurchase at the Option of Holders

Repurchase if a Change of Control Occurs

Within ten days following any change of control, we must mail a notice to
each holder of notes describing the change of control and offering to
repurchase notes on a specified date within 30 to 60 days after we mail that
notice. The repurchase price will be:

. $1,010 per $1,000 of accreted value of the notes, plus any penalties we
may owe, if the repurchase occurs before November 1, 2004, or

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<PAGE>

. $1,010 per $1,000 of principal amount of the notes, plus any accrued
interest or penalties we may owe, if the purchase occurs on or after
November 1, 2004.

In repurchasing notes, we will comply with applicable securities laws and
regulations even if they conflict with the indenture. That compliance will not
cause us to be in default under any conflicting provisions of the indenture. We
will not be required to repurchase notes if:

. the law does not permit us to purchase them

. they have not been properly tendered by the repurchase date

Within 90 days following a change of control, we must either repay all of
our senior debt or obtain consents from the holders of senior debt permitting
us to repurchase the notes. We must publicly announce the results of the change
of control repurchase offer as soon as possible after the repurchase occurs.

Except for these change of control provisions, we are not required to
repurchase notes if a takeover, recapitalization or similar transaction occurs.

We will not be required to make a change of control offer if a third party
makes and consummates the offer on the same terms required of us.

A change of control will occur if:

. we sell substantially all of our and our restricted subsidiaries'
assets, except a sale to William Henning, Sr. or members of his
immediate family or various entities of which any of these persons own
at least an 80% controlling interest,

. we adopt a plan for our liquidation or dissolution,

. anyone other than the person, family and entities mentioned above
becomes the beneficial owner of more than 35% of the voting power of our
stock, or

. a majority of our board of directors no longer consists of continuing
directors. A continuing director is a director who was serving on
October 29, 1999, or who was nominated to serve as a director by a
majority of the continuing directors at the time. Changes in directors
elected by particular investors, such as holders of our preferred stock,
are ignored for purposes of determining continuing directors.

Repurchase if Asset Sales Occur

We will not permit any asset sales of our assets or assets of any of our
restricted subsidiaries unless:

. we or the restricted subsidiary receives consideration at the time of
the asset sale at least equal to the fair market value of the assets or
equity interests issued or sold, as determined by our board of directors
and certified to the trustee by one of our officers, and

. at least 75% of the consideration is cash or cash equivalents. For
purposes of this provision, the following are considered to be cash:

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. any liabilities of us or any restricted subsidiary that are assumed
by the transferee by an agreement that releases us or the restricted
subsidiary from further liability other than contingent liabilities
and liabilities that are subordinate to the notes, and

. cash that we or our restricted subsidiary receives from immediately
converting into cash any securities, notes or other obligations that
we or our restricted subsidiary receives from the asset sale.

An asset sale is:

. the sale of equity interests in any of our subsidiaries, except a sale
to us or any subsidiary in which we own at least 90% of the equity, and

. a sale, lease or other transfer of any assets except the following:

. the sale or lease of equipment, inventory, accounts receivable or
other assets in the ordinary course of business,

. dispositions of cash or cash equivalents,

. transactions involving assets that have a fair market value of less
than $1 million,

. transfers of assets to us or any subsidiary, other than LEC Unwired,
in which we own at least 90% of the equity, and

. restricted payments and permitted investments that are permitted
under the restricted payment covenant that we describe below.

Within 360 days after we receive net proceeds from an asset sale, we may
apply them as follows:

. to repay senior debt and, if the senior debt repaid is revolving credit
indebtedness, to correspondingly reduce the amount the lenders have
committed to lend us,

. to acquire all or substantially all of the assets of, or a majority of
the voting stock of, a permitted business, which means a business that
is like our current business or any other business that is primarily
involved in the ownership, design, construction, development,
acquisition, installation, management or provision of wireless
communications systems,

. to make a capital expenditure, or

. to acquire other long-term assets to be used in a permitted business.

Pending our use of net proceeds for these purposes, we may temporarily
reduce revolving credit borrowings or otherwise invest them in any manner that
is permitted by the indenture.

Any net proceeds from asset sales that we do not apply or invest as provided
above will be excess proceeds. When the amount of excess proceeds is greater
than $10 million, we will make an offer to all holders of notes to purchase or
redeem the maximum amount of notes that may be purchased with the excess
proceeds. The offer price will be:

. the accreted value of the notes, plus any penalties we may owe, if the
repurchase occurs before November 1, 2004, or

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. the principal amount of the notes, plus any accrued interest or
penalties we may owe, if the repurchase occurs on or after November 1,
2004.

If any excess proceeds remain after consummation of the offer, we may use
them for any purpose permitted by the indenture. We are required to include in
the offer the holders of any indebtedness that ranks equally with the notes and
contains similar provisions about excess proceeds. In that case, the trustee
under the indenture will select on a pro rata basis the notes and other
indebtedness to be purchased. Upon completion of each offer, the amount of
excess proceeds is reset at zero. In making these offers, we will comply with
applicable securities laws and regulations even if they conflict with the
indenture. That compliance will not cause us to be in default under any
conflicting provisions of the indenture.

Our credit agreement prohibits us from purchasing notes, and also provides
that certain change of control or asset sale events would constitute a default.
Our future agreements relating to senior debt may contain similar restrictions
and provisions. If a change of control or asset sale occurs at a time when we
are prohibited from purchasing notes, we could ask our senior lenders to allow
us to purchase notes, or we could attempt to refinance the borrowings that
contain the prohibition. If we do not succeed we will remain prohibited from
purchasing notes. In that case, our failure to purchase tendered notes would
constitute an event of default under the indenture which would, in turn,
constitute a default under our senior debt. If that occurs the subordination
provisions in the indenture would likely restrict us from making payments to
the holders of notes.

Certain Covenants

Restrictions on Indebtedness and Issuance of Stock

The indenture restricts our indebtedness. Indebtedness means any
indebtedness that would appear as a liability on a balance sheet, including:

. indebtedness for borrowed money,

. indebtedness under bonds, notes, debentures or letters of credit,

. indebtedness under bankers' acceptances,

. indebtedness represented by capital lease obligations,

. indebtedness representing the unpaid purchase price of property except
for accrued expenses or trade payables, and

. indebtedness under hedging obligations, which means interest rate swap
agreements, interest rate cap agreements, interest rate collar
agreements and other arrangements designed to protect against
fluctuations in interest rates.

Unless we meet specified conditions that are described in the following
paragraph, we may not:

. have any indebtedness other than permitted indebtedness that is
described in a following paragraph,

. permit our subsidiaries to have any indebtedness other than permitted
indebtedness,

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. issue any disqualified stock, which means stock whose holder can force
us to repurchase it sooner than 91 days after the notes come due, except
certain repurchases that follow a change of control or an asset sale,
and

. permit our restricted subsidiaries to issue preferred stock.

We may do any of the foregoing if thereafter:

. no default would exist in the notes, and

. our annualized operating cash flow ratio would be six during the years
1999 through 2005, or seven thereafter. We calculate this ratio by
dividing:

. four times the operating cash flow of us and our restricted
subsidiaries for the latest fiscal quarter, into

. the consolidated indebtedness of us and our restricted subsidiaries
except LEC Unwired, and then

. making certain technical adjustments.

The following are permitted debt:

. our revolving credit indebtedness and letters of credit under the credit
agreement in an aggregate principal amount not to exceed $150 million
less the aggregate amount of all net proceeds of asset sales that we
apply to repay indebtedness under the credit agreement and to
correspondingly reduce the lenders' commitment to lend;

. permitted acquisition indebtedness of us and the guarantors, which means
indebtedness incurred in our or a restricted subsidiary's acquisition of
a permitted business if:

. our annualized operating cash flow ratio does not increase from the
acquisition.

. our consolidated indebtedness, divided by the net pops of us and our
restricted subsidiaries, does not exceed $50. Net pops of a person
means the population of a licensed area multiplied by the person's
percentage interest in the entity that is licensed in that area.

. our consolidated indebtedness, divided by our net pops does not
increase as a result of the acquisition;

. existing indebtedness of us and our restricted subsidiaries;

. indebtedness represented by the notes and the related guarantees;

. indebtedness represented by capital lease obligations, mortgage
financings or purchase money obligations incurred for the purpose of
financing the purchase, construction or improvement of property, plant
or equipment used in our business or the business of the guarantor, in
an aggregate principal amount not to exceed $5 million at any time
outstanding;

. permitted refinancing indebtedness of us and the guarantors used to
refund, refinance or replace indebtedness that the indenture permits
either because it meets the annualized cash

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flow ratio test or because it is existing indebtedness or indebtedness
under the notes and guarantees;

. intercompany indebtedness between or among us and the guarantors, but:

. if we or any guarantor is the obligor, the indebtedness must be
unsecured and expressly subordinated to the notes, in our case, or
the guarantee, in the case of a guarantor, and

. the following will be considered to be indebtedness incurred by us or
a guarantor that was not permitted by this clause: (i) any subsequent
issuance or transfer of equity interests that results in any of that
indebtedness being held by a person other than us or a guarantor and
(ii) any sale or other transfer of that indebtedness to a person
other than us or a guarantor;

. additional indebtedness whose total principal amount at any time does
not exceed $50 million;

. hedging obligations that are incurred by us or a guarantor for the
purpose of fixing or hedging interest rate risk with respect to any
floating rate indebtedness that the indenture permits;

. the guarantee by us or any of the guarantors of indebtedness that the
indenture permits;

. the accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any indebtedness in the form of
additional indebtedness with the same terms, and the payment of
dividends on disqualified stock in the form of additional shares of the
same class of disqualified stock; and

. non-recourse debt of LEC Unwired or our unrestricted subsidiaries, but
if any of that indebtedness ceases to be non-recourse debt we will be
considered to have incurred indebtedness that was not permitted by this
clause. Non-recourse debt means indebtedness that meets these
conditions:

. neither we nor any guarantor is the lender,

. neither we nor any guarantor has any direct or indirect liability for
it, and

. neither we nor any guarantor provides credit support of any kind for
it.

When we incur indebtedness we are entitled to assign it to any applicable
category of permitted debt if it is not incurred in reliance on the annualized
operating cash flow ratio described above.

Restricted Payments

We will be considered to have made a restricted payment if we or our
restricted subsidiaries:

. declare or pay any dividend or make any other payment or distribution on
account of the equity interests of us or any restricted subsidiary other
than stock dividends;

. acquire for value any equity interests of us or any direct or indirect
parent of us;

. pay or acquire or retire for value any indebtedness that is subordinated
to the notes or the guarantees, except a payment of interest or
principal at the stated maturity of that indebtedness; or

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. make any restricted investment, which means any investment other than
the following permitted investments:

. any investment in a restricted subsidiary of which we own at least
90%, except LEC Unwired,

. any investment in cash equivalents,

. any investment by us or a restricted subsidiary in any person that
becomes a 90% owned restricted subsidiary as a result of the
investment, or that we or a 90% owned restricted subsidiary acquires
as a result of the investment,

. any investment in securities, notes or other obligations received as
consideration for an asset sale, if we immediately convert them to
cash,

. any investment in assets that we acquire by issuing our equity
interests other than disqualified stock,

. any investment in hedging obligations, which means interest rate
swap agreements, interest rate cap agreements, interest rate collar
agreements and similar arrangements that are designed to protect
against interest rate fluctuations, and

. our contribution of the customer base of our Beaumont-Port Authur
and Lufkin-Nacagdoches markets to Texas Unwired and our loan to it
of up to $20 million.

We are permitted to make a restricted payment if immediately following the
restricted payment:

. no default exists,

. the indenture permits us to incur at least $1.00 of additional
indebtedness that is not permitted debt, and

. the restricted payment plus all other restricted payments made after the
date of the indenture is less than the sum of all of the following:

. the aggregate net cash proceeds received by us since the date of the
indenture as a contribution to our equity capital or from our sale
of our equity interests other than disqualified stock, or from our
sale of our convertible or exchangeable disqualified stock or our
convertible or exchangeable debt securities that have been converted
into or exchanged for equity interests (other than equity interests,
disqualified stock or debt securities sold to our subsidiaries and
other than proceeds that are used by us to purchase, retire or
defease subordinated indebtedness or equity interests of us or a
guarantor or our equity interests).

. 50% of any dividends received by us or a wholly owned restricted
subsidiary after the date of the indenture from LEC Unwired or an
unrestricted subsidiary, to the extent that such dividends were not
otherwise included in our consolidated net income for such period.

. if any unrestricted subsidiary is redesignated as a restricted
subsidiary, the fair market value of our investment in that
subsidiary as of the date of the redesignation or the

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date on which the subsidiary was originally designated as an
unrestricted subsidiary, whichever is the lesser.

. our operating cash flow for the period from December 31, 2002 to the
end of the most recent quarter prior to the date of the proposed
restricted payment, minus double our consolidated interest expense
for that same period.

For the above purposes:

. Operating cash flow means consolidated net income of us and our
restricted subsidiaries except LEC Unwired, as adjusted to exclude
extraordinary and nonrecurring items, pooled income of acquired
businesses, and income of any subsidiary which is not permitted to pay
dividends, and then further adjusted by:

. adding back consolidated interest expense that reduced the
consolidated net income of us and our restricted subsidiaries,

. adding back our taxes that reduced the consolidated net income,

. adding back our depreciation, amortization and other non-cash
expenses that reduced the consolidated net income,

. adding back taxes and non-cash expenses of our restricted
subsidiaries that reduced the consolidated net income, but only to
the extent the subsidiary is permitted to pay us a dividend under
legal and contractual restrictions that apply to it, and

. subtracting cash payments by us or our restricted subsidiaries that
relate to non-cash items that increased consolidated net income.

. Consolidated interest expense means the sum of:

. interest that is expensed or capitalized by us and our restricted
subsidiaries except LEC Unwired,

. charges related to bankers' acceptances, letters of credit and
hedging obligations, and

. dividends on preferred stock of LEC Unwired or our unrestricted
subsidiaries.

So long as no default exists or would be caused, the restrictions described
above will not prohibit:

. the payment of any dividend within 60 days after it is declared, if on
the date of declaration the payment would have been permitted by the
indenture;

. our use of the net cash proceeds from our sale of our equity interests
other than disqualified stock to purchase, retire or defease at or about
the same time subordinated indebtedness or equity interests of us or a
guarantor or our equity interests;

. the use of net cash proceeds from permitted refinancing indebtedness to
purchase or defease subordinated indebtedness of us or any restricted
subsidiary;

. the payment of any dividend by a restricted subsidiary to the holders of
its common equity interests;

. our use of $2 million per fiscal year plus unused amounts from prior
years to purchase or retire equity interests of us or any restricted
subsidiary held by any member of our or any

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restricted subsidiaries' management pursuant to any management equity
subscription agreement or stock option agreement in effect as of the
date of the indenture; and

. other payments not to exceed a total of $10 million.

The amount of all restricted payments except cash is the fair market value
on the date of the restricted payment of the assets or securities proposed to
be transferred or issued pursuant to the restricted payment. The fair market
value will be determined by our board of directors based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $5 million. Not later than
the date of making any restricted payment, we must deliver to the trustee a
certificate stating that the restricted payment is permitted and setting forth
the basis upon which the required calculations were computed, together with a
copy of any fairness opinion or appraisal required by the indenture.

No Senior Subordinated Debt

We may not incur or guarantee any indebtedness that is junior in right of
payment to any of our senior debt and senior in right of payment to the notes.
No guarantor will incur or guarantee any indebtedness that is junior in right
of payment to the senior debt of that guarantor and senior in right of payment
to its guarantee.

Liens

Neither we nor any restricted subsidiary may have liens, except for the
following permitted liens:

. liens securing debt facilities or commercial paper facilities with banks
or other institutional lenders that provide for revolving credit loans,
term loans, receivables financing or letters of credit;

. liens in favor of us or a guarantor, except with respect to intercompany
indebtedness;

. liens on property of a person existing at the time that person is merged
with or into or consolidated with us or any subsidiary if the liens
existed before we planned the merger or consolidation and do not extend
to any assets other than those of the person merged into or consolidated
with us or our subsidiary;

. liens on property existing at the time of the acquisition of the
property by us or a subsidiary if the liens existed before we planned
the acquisition;

. liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other similar obligations incurred in
the ordinary course of business;

. liens on property, plant and equipment that is purchased, constructed or
improved from the proceeds of up to $5 million of indebtedness secured
by the liens;

. liens existing on the date of the indenture;

. liens for taxes that are not delinquent or are being contested in good
faith;

. liens incurred in the ordinary course of business of us or any
subsidiary with respect to obligations that do not exceed $2 million at
any time;

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. liens securing non-recourse debt of LEC Unwired; and

. liens securing up to $7 million of indebtedness that finances the
construction or acquisition of a headquarters building and related real
estate rights and covers only the assets acquired with that
indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries

Except as described in the following paragraph, we may not permit any
guarantor to have any consensual restriction on the ability of the guarantor
to:

. pay dividends or make any other distributions on its equity interests to
us or any of our restricted subsidiaries,

. pay any indebtedness owed to us or any of our restricted subsidiaries,

. make loans or advances to us or any of our restricted subsidiaries, or

. transfer any of its properties or assets to us or any of our restricted
subsidiaries.

These prohibitions will not apply to restrictions existing under:

. existing indebtedness in effect on the date of the indenture and any
amendments, renewals, increases or refinancings that are no more
restrictive than those contained in that existing indebtedness;

. the indenture, the notes and the guarantees;

. applicable law;

. any instrument governing indebtedness or capital stock of a person
acquired by us or any of our restricted subsidiaries as in effect at the
time of the acquisition if the restriction is applicable only to that
person and the indenture permits the indebtedness creating the
restriction;

. customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;

. purchase money obligations for property acquired in the ordinary course
of business that impose restrictions on the transfer of the acquired
property;

. any agreement for the sale or other disposition of a restricted
subsidiary that restricts distributions by that restricted subsidiary
pending its sale or other disposition;

. permitted refinancing indebtedness, if the restrictions are no more
restrictive, taken as a whole, than those contained in the agreements
governing the indebtedness being refinanced;

. permitted liens that limit the right of us or any of our restricted
subsidiaries to dispose of the assets subject to the permitted lien;

. provisions governing the disposition or distribution of assets or
property in joint venture agreements and other similar agreements
entered into in the ordinary course of business; and

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. restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business.

Designation of Restricted and Unrestricted Subsidiaries

At the present time, all of our subsidiaries are restricted subsidiaries
except Texas Unwired, which is an unrestricted subsidiary. Unrestricted
subsidiaries are not subject to many of the restrictive covenants in the
indenture. They will not be guarantors of the notes.

A subsidiary may be an unrestricted subsidiary if it meets all of these
conditions:

. it has no indebtedness except non-recourse debt.

. it has no contracts with us or any restricted subsidiary except those
that are on an arms length basis.

. it cannot require us or a restricted subsidiary to buy additional equity
interests in it or otherwise maintain its financial condition or
profits.

. it does not guarantee or support any indebtedness of our restricted
subsidiaries.

. it has at least one director and at least one executive officer who do
not also serve as a director or executive officer of us or any
restricted subsidiary.

If an unrestricted subsidiary fails to meet these tests it automatically
becomes a restricted subsidiary. Our board of directors may change a subsidiary
from an unrestricted subsidiary to a restricted subsidiary, but only if no
default under the notes would exist after the change. A default would occur if
the former unrestricted subsidiary had indebtedness that the indenture does not
permit a restricted subsidiary to have. The reason is that the former
unrestricted subsidiary is considered to have incurred all of its indebtedness
at the time it becomes a restricted subsidiary.

Our board of directors may designate any restricted subsidiary to be an
unrestricted subsidiary if that designation would not cause a default except
that US Unwired, Unwired Telecom and LA Unwired may not be unrestricted
subsidiaries. If a restricted subsidiary is designated as an unrestricted
subsidiary, the aggregate fair market value of all outstanding investments
owned by us and our restricted subsidiaries in the designated subsidiary will
be considered to be an investment made at the time of the designation and will
either reduce the amount available for restricted payments under the applicable
covenant or reduce the amount available for future investments under the
definition of permitted investments, as we shall determine. The designation
will only be permitted if the investment would be permitted at that time and if
the restricted subsidiary otherwise qualifies under the indenture to be an
unrestricted subsidiary. Our board of directors may redesignate any
unrestricted subsidiary to be a restricted subsidiary if the redesignation
would not cause a default under the notes.

Merger, Consolidation or Sale of Assets

We may not consolidate or merge with or into another person or sell or
otherwise dispose of all or substantially all of the properties or assets of us
and our restricted subsidiaries taken as a whole, unless:

. the surviving entity or the person to which the sale or other
disposition is made is us or another U.S. corporation;

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. that corporation, if it is not us, assumes all of our obligations under
the notes, the indenture and the registration rights agreement in
accordance with agreements that are reasonably satisfactory to the
trustee;

. that corporation, if it is not us:

. will have consolidated net worth immediately after the transaction
equal to or greater than our consolidated net worth immediately
before the transaction; and

. will, on the date of the transaction after giving effect to it and
to any related financing transactions as if they had occurred at the
beginning of our last full fiscal quarter, be permitted to incur at
least $1.00 of additional indebtedness under the annualized
operating cash flow test of the indebtedness covenant.

.immediately after the transaction no default exists.

The sale of our PCS business will be considered a sale of substantially all
of our and our subsidiaries' assets for the purposes of this covenant. In
addition, we, Unwired Telecom and LA Unwired may not lease all or substantially
all of our and their assets to any other person.

This covenant will not apply to a sale or other disposition of assets
between or among us and any of our wholly owned restricted subsidiaries.

Transactions with Affiliates

We and our restricted subsidiaries may not:

. make any payment to any affiliate,

. sell, lease, transfer or otherwise dispose of any properties or assets
to any affiliate,

. purchase any property or assets from any affiliate, or

. enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of,
any affiliate,

unless:

. the affiliate transaction is on terms that are no less favorable to us
or our restricted subsidiary than those that we or our restricted
subsidiary could have obtained in a comparable transaction with an
unrelated person; and

. we deliver to the trustee:

. for any affiliate transaction in excess of $1 million, a resolution
of our board of directors that the transaction complies with this
covenant and has been approved by a majority of the disinterested
members of our board of directors; and

. for any affiliate transaction in excess of $5 million, an opinion of
an accounting, appraisal or investment banking firm of national
standing that the transaction is financially fair to the holders of
the notes.

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The following are not subject to the provisions of the prior paragraph:

. any employment agreement entered into in the ordinary course of
business;

. transactions between or among us and our restricted subsidiaries;

. transactions with a person that is our affiliate only because we own an
equity interest in that person;

. payment of reasonable directors fees to persons who are our affiliates
only because they are directors;

. sales of equity interests (other than disqualified stock) to our
affiliates; and

. restricted payments that the indenture permits.

The following are affiliate transactions, but are not subject to the
requirement for a fairness opinion:

. transactions in which we or a restricted subsidiary leases, shares or
uses communication network facilities of our affiliate on terms that are
no less favorable to us or our restricted subsidiary than those
available from the affiliate to unaffiliated third parties;

. transactions in which we or a restricted subsidiary provides
telecommunication services, including billing and related back-office
support, to our affiliate, or vice versa, in the ordinary course of
business on terms that are no less favorable to us or our restricted
subsidiary than those with unaffiliated third parties; and

. any sales agency agreement under which an affiliate has the right to
market our products or services or those of our restricted subsidiaries.

Additional Subsidiary Guarantees

If we or any of our restricted subsidiaries acquires or creates another
restricted subsidiary, it must become a guarantor and a party to the indenture
within 10 business days.

Business Activities

We and our restricted subsidiaries will not engage in any business other
than permitted businesses, except other businesses that are not material to us
and our restricted subsidiaries as a whole.

Payments for Consent

We and our restricted subsidiaries will not pay any consideration to any
holder of notes for any consent, waiver or amendment of the terms of the
indenture or the notes unless we offer that consideration to all holders of the
notes that consent, waive or agree to amend by a deadline we will set.

Reports

Whether or not we must file these reports with the SEC, we will furnish
holders of notes, within the time periods specified in the SEC's rules:

. all quarterly and annual financial information that would be required in
a filing with the SEC on Forms 10-Q and 10-K, including a "Management's
Discussion and Analysis of

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Financial Condition and Results of Operations" and, with respect to the
Form 10-K information only, a report on our annual financial statements
by our certified independent accountants; and

. all information that would be required to be in current reports on Form
8-K.

The quarterly and annual financial information must present separately:

. the financial condition and results of operations of us and our
restricted subsidiaries, and

. the financial condition and results of operations of our unrestricted
subsidiaries.

In addition, following the consummation of this exchange offer, we will file
a copy of all of the information and reports referred to above with the SEC for
public availability within the time periods specified in the SEC's rules and
regulations. We will do this even if we are not required to make these filings,
unless the SEC will not accept our filings. We will make the same information
available to securities analysts and prospective investors upon request. In
addition, we will furnish to the holders of notes and to securities analysts
and prospective investors, upon their request, the information specified in
Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is a default under the notes and indenture:

. our failure for 30 days to pay interest or penalties that are due, even
if the subordination provisions prevent us from paying;

. our failure to pay principal or premium when due, even if the
subordination provisions prevent us from paying;

. failure by us or any of our restricted subsidiaries to comply with:

. our agreement to repurchase notes if a change of control occurs,

. our agreement to repurchase notes from proceeds of asset sales,

. the indenture's restrictions on indebtedness, preferred stock,
mergers, consolidations and sales of assets, and restricted
payments;

. failure by us or any of our subsidiaries to comply with any of our other
agreements in the indenture, if the failure continues for at least 60
days after we are given notice by the trustee or holders of at least 25%
of the principal amount of the notes;

. we or any of our restricted subsidiaries defaults under present or
future agreements relating to $5 million or more of borrowed money, if:

. the default results from a failure to pay principal, interest or
premium due, or

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. the lenders demand payment prior to the date the payment would
otherwise have been due;

. failure for 60 days by us or any of our restricted subsidiaries other
than LEC Unwired to pay final judgments totalling more than $5 million;

. a court finds that a guarantee is unenforceable, or a guarantor claims
that its guarantee is unenforceable;

. we fail to perform any of our obligations under the pledge agreement, or
a court finds that the pledge agreement is unenforceable; and

. certain events of bankruptcy or insolvency occur with respect to us or
any of our restricted subsidiaries other than LEC Unwired.

If a default occurs because of our bankruptcy or insolvency or the
bankruptcy or insolvency of one or more restricted subsidiaries that as a whole
are significant subsidiaries, all of the notes will become due and payable
immediately without further action or notice. If any other default exists, the
trustee or the holders of at least 25% of the principal amount of the notes may
declare all the notes to be due and payable immediately.

Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. In general, a holder may not act unless:

. holders of at least 25% of the principal amount of the notes request the
trustee to pursue a remedy for a default,

. holders provide any indemnity requested by the trustee against its
liability or expenses,

. the trustee fails to pursue the remedy for 60 days after the request is
made or, if it asks for indemnity, 60 days after the indemnity is
provided, and

. during the 60-day period the trustee is not given an inconsistent
direction by holders of a majority of the principal amount of the notes.

Holders of a majority of the principal amount of the notes may direct the
trustee in its exercise of any power that it has under the indenture, but the
trustee may refuse to take action if it concludes that the action is not in the
holders' interest or would expose the trustee to liability. The trustee is
permitted not to notify holders of a default, other than our failure to make a
payment due, if the trustee decides that withholding notice is in the holder's
interest.

The holders of a majority of the principal amount of the notes may waive any
existing default and its consequences under the indenture except a default in
payment. The waiver would apply to all holders.

Should we intentionally cause a default to avoid paying premium on the notes
or to avoid our inability to redeem any notes prior to November 1, 2004, we
must nevertheless pay the specified premium.

We are required to deliver to the trustee each year a statement regarding
our compliance with the indenture. If we become aware of any default, we must
deliver to the trustee a statement specifying the default.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of us or any
guarantor will have any liability for any obligations of us or the guarantors
under the notes, the indenture, or the guarantees. Each holder of notes waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

We may at any time elect to have our obligations and the obligations of the
guarantors discharged. This discharge is called legal defeasance, and it
includes all obligations under the indenture and the notes except:

. the rights of holders to receive payments on the notes when due from the
trust that is referred to below;

. our obligations concerning temporary notes, registration and transfer of
notes, replacing mutilated, destroyed, lost or stolen notes and
maintaining an office or agency for payment;

. the rights, powers, trusts, duties and immunities of the trustee; and

. the defeasance provisions of the indenture.

We may at any time elect to have released the obligations of us and the
guarantors to comply with the covenants in the indenture that pertain to:

. restricted payments

. dividend and other payment restrictions affecting our subsidiaries

. indebtedness and preferred stock

. asset sales

. transactions with affiliates

. liens

. business activities

. our offer to repurchase notes if a change of control occurs

. the prohibition against senior subordinated debt

. designating restricted and unrestricted subsidiaries

. paying all holders for consents if we pay any of them

. additional guarantees

. certain requirements applicable to mergers, consolidations and sales of
substantially all of our assets

This type of defeasance is called covenant defeasance. If it occurs, our
failure to comply with the covenants listed above will no longer be a default.

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In order for us to elect either legal defeasance or covenant defeasance:

. we must deliver to the trustee, in trust, for the benefit of the holders
of the notes, cash or non-callable government securities in amounts that
are sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay everything due on the notes at
maturity or on the redemption date, and we must specify whether the
notes are being defeased to maturity or to a particular redemption date;

. in the case of legal defeasance, we must deliver to the trustee an
acceptable legal opinion, based on an IRS ruling or a change in tax law,
stating that the holders of the notes will not recognize income, gain or
loss for federal income tax purposes as a result of the legal defeasance
and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if the
legal defeasance had not occurred;

. in the case of covenant defeasance, we must deliver to the trustee an
acceptable legal opinion stating that the holders of the notes will not
recognize income, gain or loss for federal income tax purposes as a
result of the covenant defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as
would have been the case if the covenant defeasance had not occurred;

. no default may exist on the date of the delivery to the trustee, other
than a default resulting from the borrowing of funds to make the
deposit; and no bankruptcy or insolvency default may exist at any time
during the period that ends on the 91st day after the delivery to the
trustee;

. the legal defeasance or covenant defeasance must not violate any of our
material agreements;

. we must deliver to the trustee a legal opinion stating that, if no
bankruptcy of us or any guarantor occurs between the date of our
delivery of funds to the trustee and the 91st day following that
delivery and if no holder is our "insider" under applicable bankruptcy
law, after that 91st day the trust funds will not be subject to the
effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally;

. we must deliver to the trustee an officers' certificate stating that the
delivery of funds to the trustee was not made with the intent of
preferring the holders of notes over our other creditors or with the
intent of defeating, hindering, delaying or defrauding those creditors
or others; and

. We must deliver to the trustee an officers' certificate and a legal
opinion stating that we have complied with all of the above.

Amendment, Supplement and Waiver

Holders of a majority of the principal amount of the notes:

. may agree with us to amend the indenture,

. may waive any default, and

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. may waive any requirement of the indenture,

except that no amendment or waiver may do any of the following with respect
to notes held by a holder who does not consent:

. reduce the principal amount of notes required for an amendment or
waiver;

. reduce the principal of any note or change the maturity of any note or
alter the redemption provisions except the provisions relating to our
repurchase of notes if a change of control occurs or from net proceeds
of asset sales or excess proceeds;

. reduce the rate of interest or change the time for payment of interest,

. waive a default in the payment of principal, interest, or penalties on
the notes except a rescission of an acceleration of the notes by the
holders of a majority of the aggregate principal amount of the notes and
a waiver of the payment default that caused the acceleration;

. make any note payable in any other currency;

. make any change in the provisions of the indenture that relate to
waivers of past defaults or the rights of holders of notes to receive
payments on the notes;

. waive a redemption payment, other than a payment required because of our
repurchase of notes due to a change of control or from net proceeds of
asset sales or excess proceeds; or

. make any change in these amendment and waiver provisions.

Despite the above provisions, we, the guarantors and the trustee may amend
the indenture or the notes:

. to cure any ambiguity, defect or inconsistency;

. to provide for notes that are not represented by certificates in
addition to or in place of notes that are represented by certificates;

. to provide for the assumption of our obligations to holders of notes if
we merge or consolidate or sell substantially all of our assets;

. to make any change that would provide any additional rights or benefits
to the holders of notes or that does not adversely affect the legal
rights of any holder under the indenture; or

. to comply with requirements of the SEC for the qualification of the
indenture under the Trust Indenture Act.

Concerning the Trustee

State Street Bank and Trust Company, 225 Asylum Street, 23rd Floor,
Hartford, Connecticut 06103 (facsimile no. (860) 244-1889) is the trustee under
the indenture.

If the trustee becomes our creditor or the creditor of any guarantor, the
indenture limits its right to obtain payment of claims in certain cases, or to
benefit from certain property that it receives as security or otherwise. If the
trustee acquires any interest that conflicts with its duties to holders it must
eliminate the conflict within 90 days, apply to the SEC for permission to
continue, or resign.

Governing Law

New York law governs the indenture, the notes and the registration rights
agreement.

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REGISTRATION RIGHTS AGREEMENT

We, the initial purchasers in the private offering of the old notes, and
the guarantors entered into a registration rights agreement on October 29,
1999. In that agreement, we and the guarantors agreed to:

. file with the SEC by December 13, 1999, a registration statement
relating to the exchange offer, and

. use our commercially reasonable efforts to have the SEC declare our
registration statement effective by March 27, 2000.

After the SEC declares our registration statement effective, we will offer
the holders of old notes who are not prohibited by any law or policy of the
SEC from participating in the exchange offer the opportunity to exchange their
old notes for new notes. We and the guarantors will keep the exchange offer
open for at least 30 days after we mail notice of the exchange offer to the
holders of the old notes. We will use our commercially reasonable efforts to
consummate the exchange offer as promptly as we can and no later than April
26, 2000.

We and the guarantors will file with the SEC a shelf registration statement
to cover resales of old notes that are subject to transfer restrictions if:

. because of any change in law or applicable interpretations by the SEC
staff we are not permitted to make the exchange offer;

. we fail to exchange by April 26, 2000, any old notes validly tendered in
the exchange offer;

. any applicable law or interpretations do not permit any holder of old
notes to participate in the exchange offer;

. any holder of old notes that participates in the exchange offer does not
receive freely transferable new notes in exchange for tendered old
notes;

. we elect to file a shelf registration statement; or

. any of the initial purchasers that bought the old notes from us for the
purpose of reselling them requests within 20 business days of completion
of the exchange offer that we file a shelf registration with respect to
old notes held by it that are not eligible to be exchanged for new notes
in the exchange offer.

We and the guarantors will use our commercially reasonable efforts to have
the shelf registration statement declared effective by the SEC as promptly as
practicable and to keep the shelf registration statement effective until April
26, 2001 or until any earlier date when all notes covered by the shelf
registration statement have been sold or when the notes become eligible for
resale pursuant to Rule 144 under the Securities Act without volume
restrictions.

Any one of the following is considered a registration default:

. if the registration statement for the exchange offer is not filed with
the SEC on or before December 13, 1999;

. if the registration statement for the exchange offer is not declared
effective on or before March 27, 2000;

. if a shelf registration is not filed within 30 days after one is
requested or after we conclude that the exchange offer is not permitted
by applicable law;

. if a shelf registration is not declared effective by March 27, 2000 or,
if later, 90 days after the deadline for filing it;

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. if the exchange offer is not consummated by April 26, 2000; or

. if a registration statement that has been declared effective ceases to
be effective at any time that we and the guarantors are obligated to
maintain its effectiveness and we fail to make it effective again within
three business days.

If a registration default occurs, we and the guarantors will be obligated to
pay penalties, which are called liquidated damages, to each holder of notes who
is affected by the default. These penalties are paid for each week or portion
of a week during which one or more registration defaults exist. The amount of
the penalties per week is five cents for each $1,000 of principal amount of
notes whose transfer is restricted. This amount increases by an additional five
cents per week for each 90 days that a registration default continues, up to a
maximum penalty of 50 cents per week for each $1,000 of principal amount. All
accrued penalties will be paid to holders on semi-annual payment dates that
correspond to interest payment dates for the old notes. Following the cure of
all registration defaults, the accrual of penalties will cease.

The registration rights agreement also provides that we and the guarantors:

. will make available for a period of one year after the consummation of
the exchange offer a prospectus meeting the requirements of the
Securities Act to any broker-dealer for use in connection with resales
of new notes received by the broker-dealer in exchange for old notes
acquired by it in market-making or other trading activities;

. will pay all expenses of the exchange offer, including the expense of
one counsel for the holders of the old notes; and

. will indemnify holders of the old notes, including any broker-dealer,
against specified liabilities, including liabilities under the
Securities Act. A broker-dealer that delivers a prospectus to purchasers
in connection with resales will be subject to the civil liability
provisions under the Securities Act and will be bound by the provisions
of the registration rights agreement, including those relating to
indemnification rights and obligations.

To participate in the exchange offer, owners (including book-entry and other
beneficial owners) of the old notes will be required to make representations to
us that are contained in the letter of transmittal. Persons who are entitled to
have notes included in a shelf registration will be required to deliver
information for the shelf registration statement in order to have their notes
included and to benefit from penalties for registration defaults applicable to
the shelf registration statement. A holder who sells old notes under a shelf
registration statement generally will be:

. required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers;

. subject to the civil liability provisions under the Securities Act in
connection with those sales; and

. bound by the provisions of the registration rights agreement that are
applicable to that holder, including those relating to indemnification
obligations.

For so long as the old notes are outstanding, we will continue to provide to
holders of the old notes and to prospective purchasers of the old notes the
information required by Rule 144A(d)(4) under the Securities Act.

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BOOK-ENTRY, DELIVERY AND FORM

The new notes will initially be represented by one or more permanent global
notes in definitive, fully registered book-entry form. We will register these
global notes in the name of Cede & Co., which is a nominee of DTC. We will
deposit them with the trustee, as custodian for DTC. DTC will credit the
accounts of the persons who acquired the new notes or other accounts that these
persons specify at DTC or at organizations like Euroclear and Cedel.

The Euroclear System is a clearance and settlement system for international
securities and is operated by the Brussels office of Morgan Guaranty Trust
Company of New York. Cedel International clears and settles securities
transactions in the Eurobond market.

All interests in the global notes, including those held through Euroclear or
Cedel, may be subject to the procedures and requirements of DTC. Those
interests held by Euroclear or Cedel may also be subject to the procedures and
requirements of those systems.

The global notes may not be transferred except:

. by DTC to one of its nominees,

. by a nominee of DTC to DTC or to another nominee of DTC, or

. by DTC or its nominee to a successor of DTC or a nominee of the
successor.

Book-Entry Procedures for the Global Notes

We provide the descriptions of the operations and procedures of DTC,
Euroclear and Cedel as a matter of convenience. Each of these organizations
alone controls its own operations and procedures and may change them from time
to time. We take no responsibility for these operations or procedures. You
should contact these organizations or their participants directly to discuss
these matters.

DTC has advised us that it is:

. a limited purpose trust company organized under the laws of the State of
New York,

. a "banking organization" within the meaning of the New York Banking Law,

. a member of the Federal Reserve System,

. a "clearing corporation" within the meaning of the Uniform Commercial
Code, and

. a "clearing agency" registered under the Securities Exchange Act.

DTC holds securities for its participants. DTC assists in the clearance and
settlement of securities transactions between its participants by making
electronic book-entry changes to the accounts of its participants. This
eliminates the need for physical transfer and delivery of certificates.

DTC's participants include securities brokers and dealers, banks and trust
companies, clearing corporations and similar organizations. Banks, brokers,
dealers and trust companies that are not participants in DTC may use DTC's
system as indirect participants if they have a direct or indirect

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custodial relationship with a participant. Investors who are not participants
may beneficially own securities held by or on behalf of DTC only through
participants or indirect participants.

DTC has advised us that, using its procedures, it will:

. credit its participants' accounts with portions of the principal amount
of the global notes when we deposit the global notes, and

. show and transfer the ownership interests in the global notes only on or
through its records, if the interest is owned by a DTC participant, or
on or through the records of its participants and indirect participants,
if the interest is owned by a person who is not a DTC participant.

The laws of some states require some persons to hold physical certificates
for securities they own. This may limit your ability to transfer interests in
the global note to these persons. Without physical certificates, you may have
difficulty pledging or transferring your interest in the global notes to a
person who is not a DTC participant. This is because DTC can act only on behalf
of its participants, which in turn act on behalf of indirect participants and
others.

As long as DTC or its nominee is the registered owner of a global note, it
will be considered the only owner or holder of the new notes represented by the
global note. Except as provided below, owners of beneficial interests in the
global notes:

. will not have notes registered in their names,

. will not have physical certificates for the notes, and

. will not be considered holders of notes under the indenture.

We have appointed the trustee to be the paying agent for the global notes
that represent new notes. As paying agent, the trustee will pay the principal,
any premium and interest on the new notes to the person who is the registered
holder of the global note on the record date, or as directed by that person.
Under the terms of the indenture, we and the trustee may treat the persons in
whose names the new notes, including the global notes, are registered as the
owners for all purposes, including payment. Accordingly, neither we nor the
trustee, nor any of our agents, will have any responsibility or liability for
any payment to owners of beneficial interests in a global note. DTC's
participants and the indirect participants will be responsible for paying the
owners of beneficial interests in global notes. Neither we nor the trustee nor
any of our agents will have any responsibility or liability for:

. any aspect of the records of DTC or its participants or indirect
participants relating to beneficial interests in the global notes,
including payments made on account of these interests,

. maintaining, supervising or reviewing any records of DTC or its
participants or indirect participants relating to the beneficial
interests in the global notes, or

. any other matter relating to the actions and practices of DTC or its
direct participants or indirect participants.

Accordingly, each holder owning a beneficial interest in a global note must
rely on the procedures of DTC to exercise any rights of a holder of new notes
under the indenture or the global

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note. A holder that is not a participant or an indirect participant in DTC must
rely on the procedures of the DTC participant that holds the notes for the
holder to exercise these rights. We understand that it is customary for DTC to
authorize its participants to take the action that we request of the holders or
that an owner of beneficial interests in the global notes requests of DTC.
DTC's participants will then authorize holders owning through the participants
to take that action or will otherwise act upon the instruction of the holders.

DTC has advised us that, when it receives payment, it customarily credits
the accounts of the participants on the payment date based on their ownership
interests in the global notes as shown on DTC's records. DTC's participants and
indirect participants will be responsible for paying the beneficial owners of
notes. We, DTC or the trustee are not responsible for these payments. The
standing instructions and customary practices of the participants and indirect
participants apply to these payments. Neither we nor the trustee, nor any of
our agents, will be liable for any delay by DTC or its participants in
identifying the beneficial owners of the notes. We and the trustee may
conclusively rely on instructions from DTC or its nominee as the registered
owner of the notes for all purposes.

Participants in DTC who trade global notes among themselves will follow
DTC's procedures. These trades will settle in funds that are available on the
day of trade. Indirect participants who hold interests in the notes through
Euroclear or Cedel may trade global notes among themselves based on rules and
operating procedures of Euroclear or Cedel.

The nominee of each of Euroclear and Cedel may make cross-market transfers
between participants in DTC and indirect participants who hold interests in the
notes through Euroclear or Cedel. Any transfer restrictions that apply to the
notes also apply to these transfers. These transfers must comply with DTC's
rules on behalf of Euroclear or Cedel. These cross-market transactions require
the counterparty of Euroclear or Cedel to deliver to Euroclear or Cedel
instructions that follow the applicable system's rules and procedures within
that system's established deadlines. Euroclear or Cedel will then deliver
instructions to its depositary to make final settlement by delivering or
receiving interests in the global note in DTC and making or receiving payment
using applicable procedures for same-day fund settlement. Participants in
Euroclear and Cedel may not deliver instructions directly to the depositaries
for Euroclear or Cedel.

Because of time zone differences, DTC will credit the account of an indirect
participant, who holds interests in the notes through Euroclear or Cedel and
who buys an interest in a global note from a DTC participant, during the
European business day immediately following the settlement date of DTC in New
York. DTC will report the credit to Euroclear or Cedel on the day that it
credits the account. DTC will record these transactions in its accounting
records as of DTC's settlement date in New York, but Euroclear and Cedel
customers will not have access to the cash amount credited to their accounts
from these transactions until the European business day for Euroclear or Cedel
immediately following DTC's settlement date.

DTC has advised us that any action permitted to be taken by a holder of
notes will be taken only at the direction of one or more participants to whose
account DTC has credited interests in the global notes and only for that
portion of the total principal amount specified by the participants.

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Although DTC, Euroclear and Cedel have agreed to the procedures described
above, they are not required to perform these procedures. They may stop these
procedures at any time. Neither we nor the trustee, nor any of our agents, will
have any responsibility for the performance by DTC, Euroclear or Cedel or any
of the participants and indirect participants of their obligations under their
own rules and procedures.

Transfer of Interests in Global Notes for Certificated Notes

A global note may be exchanged for definitive notes in registered
certificated form if:

. we notify the trustee that DTC cannot continue as depositary or that DTC
is no longer a clearing agency registered under the Exchange Act, and we
do not appoint a successor within 120 days,

. we notify the trustee in writing that we want to issue certificated
notes, or

. other events described in the indenture occur.

In addition, the indenture permits an owner of a beneficial interest in a
global note representing new notes to exchange that interest for certificated
notes representing new notes. Any certificated note delivered in exchange for
any global note or beneficial interest in a global note will be registered in
the names and issued in the approved denominations requested by the holder
through DTC, its participants or its indirect participants.

Exchanges of Global Notes

Any beneficial interest in a global note that is transferred to a person who
becomes the owner of an interest in another global note will no longer be an
interest in the first global note but will be an interest in the other global
note. Any transfer restrictions and procedures that apply to beneficial
interests in the other global note will apply. DTC will make these transfers
and will reflect a decrease in the principal amount of the first global note
and a corresponding increase in the principal amount of the other global note.

Same Day Settlement And Payment

We are considered to have made payments on the notes if:

. the paying agent holds at 10:00 am eastern time on the due date money
that we deposit in immediately available funds, and

. we deposit enough money for payments of amounts due.

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DESCRIPTION OF OUR CAPITAL STOCK

In this section the pronoun "we" or "us" means US Unwired Inc. and not other
members of its corporate family.

Our capital stock consists of the following:

<TABLE>
<CAPTION>
Class or Series of Stock Shares Authorized Shares Outstanding No. of Holders
------------------------ ----------------- ------------------ --------------
<S> <C> <C> <C>
Class A common stock.... 100,000,000 0 0
Class B common stock.... 60,000,000 11,250,000 16
Series A preferred
stock.................. 500,000 500,000 1
Series B preferred
stock.................. 50,000 50,000 8
Undesignated preferred
stock................... 39,450,000 0 0
</TABLE>

Our Common Stock

We have two classes of authorized common stock, class A and class B. The
class A common stock has one vote per share and the class B common stock has 10
votes per share. The two classes vote together in electing directors and
generally on all matters that require a vote of stockholders.

Our charter permits only qualified holders to own class B common shares. If
class B shares are transferred to other holders, the shares automatically
become an equal number of class A shares. Qualified holders are:

. our founders. These are:

. the original holders of our class B shares, and

. any person or entity that receives class B shares in a
distribution from an entity that is a founder to the persons
that hold its equity interests;

. any descendant of a founder;

. any spouse or widow(er) of a qualified holder;

. any trustee or other fiduciary if:

. the trust is a charitable lead or remainder trust or similar
entity created by a founder, or

. the beneficial owners are qualified holders;

. any corporation, partnership or limited liability company whose
equity interests are held only by qualified holders;
. tax-exempt organizations that are described in section 501(c)(3) of
the Internal Revenue Code;

. the 1818 Fund III, L.P. (which owns all of our series A preferred
stock) and its affiliates; and

. a person who ceases to be a qualified holder but is nevertheless
named a qualified holder by the remaining qualified holders.

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Except for these voting and ownership differences, the class A shares and
class B shares have the same rights.

Holders of common stock have no cumulative voting rights and no preemptive,
subscription or sinking fund rights. Subject to the preferences of our
preferred stock, holders of common stock are entitled to any dividends that may
be declared by our board of directors. If we liquidate or dissolve, holders of
our common stock are entitled to anything that is left after we have paid all
of our liabilities and the liquidation preference of our preferred stock.

Our Preferred Stock

Our charter allows our board of directors to issue our preferred stock in
different series and to establish by an amendment to our charter the dividend
rights and terms, conversion rights, voting rights, redemption rights and
terms, liquidation preferences and any other rights, preferences, privileges
and restrictions that apply to each series. We have two series of preferred
stock, series A and series B.

Series A preferred stock. When we issued the old notes, we issued 500,000
shares of our series A preferred stock to The 1818 Fund for $50 million. The
stated value of the series A preferred stock is $100 per share, which is also
the liquidation preference per share. We can use these proceeds for general
corporate purposes, including the buildout of our network.

The holders of our series A preferred stock have the following rights and
duties:

. they rank behind payments due the holders of the notes in case of
liquidation or bankruptcy or a similar event;

. they rank ahead of payment to all classes of common stock in case of
liquidation or bankruptcy or a similar event;

. they may convert each share of the series A preferred stock into one
share of our class B common stock at any time, at a price of $26.55 per
share, except for shares of the series A preferred stock that The 1818
Fund sells or transfers to a person that is not controlled by them, in
which case each transferred share of series A preferred stock will be
convertible into one share of our class A common stock;

. they are entitled to any dividends paid on our common stock, as if the
preferred had converted into common stock;

. they have the voting rights of our class B common stockholders, as if the
preferred had converted into common stock, unless The 1818 Fund sells or
transfers the series A preferred stock to a person that is not controlled
by them, in which case the transferee will have the voting rights of our
class A common stockholders;

. they are entitled to block us from taking specified actions, including
our issuance of additional preferred stock equal or senior to the series
A preferred stock as to dividends or liquidation, our issuance of any
preferred stock having an earlier mandatory or optional redemption date
than the series A preferred stock, amendments to our corporate documents
that may adversely affect the holders, and sales or mergers of us or our
significant subsidiaries;

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. if The 1818 Fund holds 50% or more of our common stock issued or issuable
upon conversion of the series A preferred stock, it may elect two persons
to our board of directors; if The 1818 Fund holds less than 50% but more
than 25% of our common stock issued or issuable upon conversion of the
series A preferred stock, it may elect one person to our board of
directors;

. the series A preferred stock has a mandatory redemption at its stated
value 91 days after the maturity of the notes;

. if we have not made an initial public offering of our common stock by
October 24, 2004, holders who represent 50% or more of the series A
preferred stock can require us to offer to purchase the series A
preferred stock at the undiscounted fair market value of the common stock
into which the preferred stock can be converted. If we are unable to do
this because of restrictions in our credit facilities or the indenture
governing the notes, the holders of the series A preferred stock will
receive compensatory warrants;

. we may force the holders of the series A preferred stock to convert their
series A preferred stock after an initial public offering of our common
stock, if the holders would receive an internal rate of return of at
least 20% per year based on the price of our common stock; and

. the holders of the series A preferred stock are entitled to customary
contractual covenants, including anti-dilution protections, dividend
protections, liquidation rights, registration rights, restrictions on
significant corporate events, acts and transactions, and customary events
of default.

Series B preferred stock. On February 15, 2000, we issued 50,000 shares of
our series B preferred stock to affiliates of Trust Company of the West for $5
million. The series B preferred stock ranks on a parity with the series A
preferred stock. The rights and duties of the holders of our series B preferred
stock are identical to those of the holders of our series A preferred stock
with these notable differences:

. each share of series B preferred stock is convertible into one share of
our class A common stock unlike the series A preferred stock, which is
convertible into our class B common stock;

. the holders of our series B preferred stock have the voting rights of our
class A common stockholders;

. the holders of our series B preferred stock vote together as a class with
the series A preferred stock on specified matters on which the series A
preferred stockholders are entitled to vote;

. the holders of our series B preferred stock have no right to elect
directors but vote together as a class with the series A preferred
stockholders for the election of directors;

. the holders of our series B preferred stock vote separately on actions
that adversely affect them but do not have a similar effect on the series
A preferred stockholders; and

. if the series A preferred stockholders are required to convert their
preferred stock because of the internal rate of return test, the series B
preferred stockholders must convert their preferred stock also.

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Shareholder Agreement

On September 24, 1999, we entered into an agreement with the holders of our
class B common stock, including several members of the Henning family. The
agreement prevents us from adopting additional restrictions on our class B
common stock. It also gives piggyback registration rights to the stockholders
who have signed it. The registration rights terminate on September 24, 2005,
and the other provisions terminate on September 24, 2024, unless otherwise
extended by the terms of the agreement.

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CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

This general discussion of United States federal tax consequences applies to
you if you acquired old notes at original issue for cash and you exchange them
for new notes in exchange offer. This discussion only applies to you if you
purchased old notes in the private placement for an amount equal to the issue
price of the old notes and hold the new notes as a capital asset for
investment. A capital asset is defined in Section 1221 of the Internal Revenue
Code. If you did not purchase your old notes in the private placement for an
amount equal to the issue price of the old notes, you should ask your tax
advisor about the consequences of the exchange offer.

The Internal Revenue Code, Treasury Regulations, IRS rulings and
pronouncements and judicial decisions form the basis of this discussion. They
may change at any time, and the change may affect you. The discussion does not
discuss every aspect of U.S. federal income and estate taxation that may apply
to you. For example, special rules that are not discussed here may apply to you
if you are:

. a bank or a broker-dealer;

. an insurance company;

. a pension or other employee benefit plan;

. a tax exempt organization or entity;

. a U.S. expatriate;

. a trader in securities that elects mark-to-market accounting treatment;

. holding notes as a part of a hedging or conversion transaction or a
straddle;

. a hybrid entity or an owner of interests therein; or

. a holder whose functional currency is not the U.S. dollar.

In addition, this discussion does not cover any applicable U.S. state or
local or non-U.S. tax laws. We will not ask the IRS to make any ruling about
the tax consequences of the notes. We cannot assure you that the IRS will not
successfully challenge the tax consequences described below.

You should ask your tax advisor about the U.S. federal income and estate tax
considerations that may apply to the notes and about any state, local or non-
U.S. taxes.

U.S. Holders

If you are a U.S. holder, this section applies to you. Otherwise, the
section entitled "Non-U.S. Holders" applies to you.

You are a U.S. holder if you hold the notes and you are:

. a citizen or resident of the United States, including a resident alien
based on the "substantial presence" test of Section 7701(b) of the
Internal Revenue Code;

122
<PAGE>

. a corporation or partnership, or an entity treated as a partnership or
corporation for federal income tax purposes, created or organized in the
United States or under the laws of the United States or of any state or
the District of Columbia, unless, in the case of a partnership, Treasury
Regulations provide otherwise;

. an estate whose income is includible in gross income for U.S. federal
income tax purposes regardless of its source; or

. a trust whose administration is subject to the primary supervision of a
U.S. court and which has one or more U.S. persons who control all
substantial decisions of the trust. Any trust that existed on August 20,
1996, was treated as a U.S. person before that date and chooses to
continue to be treated as a U.S. person, is also a U.S. person.

Exchange of Notes. The exchange of old notes for new notes in the exchange
offer will not constitute a taxable event to the U.S. holders. This means that
U.S. holders who participate in the exchange offer will not have income, gain
or loss from the exchange. The new notes should be treated as a continuation of
the old notes. U.S. holders will have the same tax basis in the new notes as
they had in the old notes. The tax basis in a note is the amount the U.S.
holder paid for the note plus any original issue discount less any payments
received on the notes. U.S. holders will be deemed to have held the new notes
for as long as they held the old notes.

Original Issue Discount. We sold the old notes at a substantial discount
from their principal amount at maturity, but we will not pay any interest on
the notes until May 1, 2005. Because of this, the notes have original issue
discount, or OID, equal to the excess of the stated redemption price at
maturity over the issue price of the old notes. The "issue price" of the old
notes is the first price at which a substantial number of notes were sold,
without counting sales to underwriters, placement agents or wholesalers. The
stated redemption price at maturity is the sum of all payments to be made on
the notes other than "qualified stated interest." The term qualified stated
interest means, generally, stated interest that is unconditionally payable at
least once a year at a single fixed rate. Because we will not pay interest on
the notes before 2005, none of the interest paid will be qualified stated
interest. Accordingly, all payments on the notes will be treated as part of the
notes' stated redemption price at maturity.

U.S. holders of notes must, in general, include in income OID calculated on
a constant-yield accrual method before they receive some or all of the related
cash payments. The amount of OID includible in income by an initial U.S. holder
of notes is the sum of the "daily portions" of OID on the notes for each day
during the taxable year or part of the taxable year that the U.S. holder holds
such notes. This amount is referred to as "accrued OID." We determine the daily
portion by allocating to each day in any accrual period a pro rata portion of
the OID allocable to that accrual period. The U.S. holder may select any
accrual period for the notes and the accrual period may change over the term of
the notes, but each accrual period must be no longer than one year and each
scheduled payment must be made on the first or last day of an accrual period.
The amount of OID allocable to any accrual period is equal to:

. the product of the notes' adjusted issue price at the beginning of the
accrual period and its yield to maturity (determined on the basis of
compounding at the close of each accrual period and properly adjusted for
the length of the accrual period) reduced by

123
<PAGE>

. the qualified stated interest allocable to the accrual period (which, in
the case of the notes, will be zero).

OID allocable to the final accrual period is the difference between the
amount payable at maturity of the note and adjusted issue price at the
beginning of the final accrual period. Special rules will apply calculating OID
for an initial short accrual period. The adjusted issue price of a note at the
beginning of any accrual period is equal to its issue price increased by the
accrued OID for each prior accrual period and reduced by any payments made on
the note on or before the first day of the accrual period.

Stated interest, when paid on the notes, will be treated first as a payment
of any accrued OID that has not been allocated to prior payments. This amount
will not be part of a U.S. holder's gross income. Any excess will be treated as
a payment of principal on the notes.

Sale, Retirement, or Other Taxable Disposition of Notes. Upon the sale,
retirement or other taxable disposition of a note, a U.S. holder will recognize
gain or loss equal to the difference between the sum of the cash and the fair
market value of any property received for the note and the U.S. holder's
adjusted tax basis in the note. A U.S. holder's tax basis in a note equals the
price paid for the note plus any OID included in the holder's income before
disposition of the note less any payments received on the note. This gain or
loss will be capital gain or loss. It will be long-term capital gain or loss if
the U.S. holder held the notes for more than one year.

Information Reporting; Backup Withholding. We are required to provide to
record holders of the notes, except for corporations and other holders not
subject to this requirement, and to the IRS, information about interest paid
and accrued OID on the notes.

Some U.S. holders may be subject to backup withholding at the rate of 31%
for interest and OID paid on the notes or on the proceeds from a disposition of
the notes. Generally, backup withholding applies only if:

. the payee fails to provide a correct taxpayer identification number to
the payor in the manner required or does not show that it qualifies for
an exemption;

. the IRS notifies the payor that the taxpayer identification number
provided by the payee is incorrect;

. the payee has previously failed to report properly the receipt of a
"reportable payment," and the IRS has notified the payor that withholding
is required; or

. the payee fails (in some circumstances) to provide a certified statement,
signed under penalties of perjury, that the taxpayer identification
number provided is correct and that backup withholding does not apply to
the holder.

Backup withholding is not an additional tax but, rather, a method of tax
collection. U.S. holders may credit amounts withheld under the backup
withholding rules against their actual tax liabilities if they provide the
required information to the IRS.

124
<PAGE>

Non-U.S. Holders

A "non-U.S. holder" is a person that is not classified for U.S. federal tax
purposes as a U.S. person as defined in "--U.S. Holders" above. Non-U.S.
holders should ask their tax advisors about the U.S. federal tax consequences
of holding the notes.

Interest and OID. In general, a non-U.S. holder will not be subject to U.S.
federal income tax or withholding tax for stated interest or OID received or
accrued on the notes by reason of the portfolio interest exemption if:

. the interest and OID is not effectively connected with the conduct of a
trade or business within the United States;

. the non-U.S. holder does not actually or constructively own 10% or more
of the total combined voting power of all classes of stock of US Unwired
entitled to vote;

. the non-U.S. holder is not a "controlled foreign corporation" (within the
meaning of the Internal Revenue Code) that is "related" to US Unwired
(within the meaning of the Internal Revenue Code) actually or
constructively through stock ownership; and

. the non-U.S. holder certifies, under penalties of perjury that it is not
a U.S. person and provides its name and address in an appropriate form
(currently IRS Form W-8) to us or our agent, or a financial institution
that holds the notes for a holder in the ordinary course of the
institution's business certifies on the holder's behalf that it has
received certification from the holder and gives a copy to us or our
agent.

If a non-U.S. holder is not qualified for an exemption under these rules,
interest and OID paid on the notes may be subject to withholding tax at the
rate of 30% (or any lower applicable treaty rate). The payment of interest and
OID that is effectively connected with a non-U.S. holder's trade or business
within the United States, however, would not be subject to a 30% withholding
tax if the non-U.S. holder provides us or our agent with an adequate
certification (currently IRS Form 4224). This interest and OID, however, would
be subject to U.S. federal income tax on a net basis at the rates applicable to
U.S. persons generally. In addition, a corporate non-U.S. holder may also be
subject to a 30% branch profits tax on interest and OID that is effectively
connected with its trade or business within the United States.

Gain on Disposition of Notes. Non-U.S. holders generally will not be subject
to U.S. federal income tax on gain recognized on a disposition of notes if:

. the gain is not effectively connected with its trade or business within
the United States; and

. for a non-U.S. holder who is an individual, the non-U.S. holder is not
present in the United States for 183 days or more in the taxable year of
disposition and meets other requirements.

Payments received on the disposition of a note by a non-U.S. holder whose
investment in the note is effectively connected with its trade or business
would be subject to U.S. federal income tax on a net basis at the rates
applicable to U.S. persons generally. In addition, if the non-U.S. holder is a
corporation whose investment in the note is effectively connected with its
trade or business within the United States, the payments may also be subject to
a 30% branch profits tax.

125
<PAGE>

Federal Estate Taxes. A note held by an individual that is a non-U.S. holder
at death generally will not be subject to U.S. federal estate tax because of
his death if:

. the individual does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of US Unwired
entitled to vote; and

. at the time of death, interest payments on the note would not have been
effectively connected with the individual's of a trade or business in the
United States.

Information Reporting; Backup Withholding. Under current U.S. federal income
tax law, a 31% backup withholding tax requirement applies to certain payments
of interest and OID on, and the proceeds of a sale, exchange or redemption of
the notes. We will, where required, report to holders of notes and the IRS the
amount of any payments on the notes and any amount of tax withheld from those
payments.

Generally, non-U.S. holders will not be subject to information reporting or
backup withholding if the non-U.S. holder certifies, under penalties of
perjury, that it is not a U.S. holder and provides its name and address as
described above.

Non-U.S. holders will not be subject to information reporting or backup
withholding on proceeds paid from the disposition of notes made by, to or
through the foreign office of a broker. If the broker is a U.S. person or a
U.S.-related person, however, information reporting (but not backup
withholding) would apply unless the broker has documentary evidence in its
records as to the non-U.S. holder's foreign status and has no actual knowledge
to the contrary, or the non-U.S holder certifies as to its non-U.S. status
under penalties of perjury or otherwise establishes an exemption. Non-U.S.
holders will be subject to information reporting and backup withholding at a
rate of 31% on proceeds paid from the disposition of notes made by, to or
through the U.S. office of a broker, unless the non-U.S. holder certifies as to
its non-U.S. status under penalty of perjury or otherwise establishes an
exemption.

Amounts withheld under the backup withholding rules do not constitute a
separate U.S. federal income tax. Rather, a non-U.S. holder may credit these
amounts against its U.S. federal income tax liability. The IRS will refund to
the non-U.S. holder any amounts withheld over the amount of the non-U.S.
holder's U.S. federal income tax liability if the holder provides the required
information to the IRS.

Non-U.S. holders should be aware that the Treasury Department has revised
its regulations on withholding and information reporting. In general, the
revised regulations do not significantly change the substantive requirements
but make some procedural changes and some clarifications. These regulations
apply to payments made after December 31, 2000, but there are some transition
rules. You should be aware that we do not discuss here the effect of these
revised regulations. You should ask your tax advisor about these revised
regulations.

126
<PAGE>

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account in exchange
for old notes acquired as a result of market-making or other trading activities
must acknowledge that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of the new notes. The SEC has
taken the position that a broker-dealer may use this prospectus, as it may be
changed from time to time, for these resales. A broker-dealer may not use this
prospectus for a resale of original sale old notes purchased from us in the
original sale of old notes.

We will not receive any proceeds from any sale of new notes by broker-
dealers. Broker-dealers may sell new notes received for their own account in
the exchange offer from time to time in one or more transactions in the over-
the-counter market, in negotiated transactions, through the writing of options
on the new notes or a combination of these methods of resale. It may sell them
at market prices prevailing at the time of resale, at prices related to those
prevailing market prices or at negotiated prices. A broker-dealer may resell
these notes directly to a purchaser or to or through brokers or dealers. That
broker or dealer may receive a payment from the reselling broker-dealer or the
purchaser for helping with the sale.

Any broker-dealer that resells new notes that were received by it for its
own account in the exchange offer, and any broker or dealer that participates
in a distribution of the new notes, may be an "underwriter" within the meaning
of the Securities Act. If so, any profit on any resale of new notes, and any
payments received by any person, may be considered underwriting compensation
under the Securities Act. The letter of transmittal states that a broker-dealer
that acknowledges that it will deliver, and delivers a prospectus will not be
deemed to have admitted that it is an "underwriter" within the meaning of the
Securities Act.

We will not make any payment to brokers, dealers or others who ask you to
participate in the exchange offer. We have agreed, however, to pay all costs to
comply with the registration rights agreement, including:

. all registration and filing fees and expenses,

. all costs to comply with securities laws,

. all printing expenses, and

. all costs of our lawyers and accountants.

In addition, we have agreed to reimburse the initial purchasers of the old
notes and holders who are following this "Plan of Distribution," as a group,
for the reasonable costs of not more than one lawyer. We have agreed to pay the
holders of the notes for losses specified in the registration rights agreement.
This includes some losses that may arise under the Securities Act.

There has been no public market for the old notes or the new notes prior to
the exchange offer. We do not intend to apply for listing of the new notes on
any securities exchange or for quotation through any automatic quotation
system. We cannot assure you that an active market for the new notes will
develop. If a market for the new notes does develop, future trading prices of
the new notes will depend on many factors, like prevailing interest rates, the
market for similar securities and our results of operations and financial
condition.

127
<PAGE>

LEGAL MATTERS

Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. will pass on the
validity of the new notes for us. Thomas G. Henning, the general counsel of US
Unwired, and Lukas, Nace, Gutierrez & Sachs, Chartered, special regulatory
counsel, will pass on other matters for us. Mr. Henning is a director, officer
and principal shareholder of US Unwired.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-4 under the
Securities Act to register this exchange offer. This prospectus is a part of
that registration statement. The SEC does not require the prospectus to have
all of the information included in the registration statement or the exhibits
to the registration statement. You will find additional information about us
and the new notes in the registration statement. You may inspect and copy our
registration statement and related exhibits at the SEC's public reference rooms
located at its principal office, 450 Fifth Street, NW, Washington, DC 20549,
and at its regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048 and the Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Please call 1-800-SEC-0330 for further
information on the public reference rooms. The SEC also maintains a site on the
World Wide Web (http://www.sec.gov) that contains reports, proxy and
information statements and other information about companies that file
electronically with the SEC. Statements made in this prospectus about legal
documents may not necessarily be complete, and you should read the documents
which are filed as exhibits or schedules to the registration statement or
otherwise filed with the SEC.

The indenture governing the notes requires us to give the holders of the
notes (a) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on forms 10-Q and 10-K if we were
required to file such Forms, including "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and, for our annual information
only, a report on that information by our certified independent accountants,
and (b) all current reports that would be required to be filed with the SEC on
Form 8-K if we were required to file such reports, in each case, within the
time periods specified in the SEC's rules and regulations. When our
registration statement, is effective, we will file this information with the
SEC, as and to the extent provided by Section 15(d) of the Exchange Act. In
addition, we have agreed that, for so long as any notes remain outstanding, we
will furnish the holders of the notes and to securities analysts and
prospective investors, if they ask, the information required by Rule 144(d)(4)
under the Securities Act at any time that we are not subject to Section 13 or
15(d) of the Exchange Act.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of US Unwired Inc. at December 31, 1999 and 1998, and for
each of the three years in the period ended December 31, 1999 and the financial
statements of Louisiana Unwired, LLC at December 31, 1999 and 1998 and for the
year ended December 31, 1999 and for the period from January 8, 1998
(inception) through December 31, 1998, as set forth in their reports. We have
included our financial statements in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's reports, given on
their authority as experts in accounting and auditing.

128
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
<S> <C>
US UNWIRED INC. AND SUBSIDIARIES
Report of Independent Auditors........................................... F-2
Consolidated Balance Sheets.............................................. F-3
Consolidated Statements of Operations.................................... F-4
Consolidated Statements of Stockholders' Equity.......................... F-5
Consolidated Statements of Cash Flows.................................... F-6
Notes to Consolidated Financial Statements............................... F-7

LOUISIANA UNWIRED, LLC
Report of Independent Auditors........................................... F-30
Balance Sheets........................................................... F-31
Statements of Operations................................................. F-32
Statements of Members' Equity............................................ F-33
Statements of Cash Flows................................................. F-34
Notes to Financial Statements............................................ F-35
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors

US Unwired Inc.

We have audited the accompanying consolidated balance sheets of US Unwired
Inc., as of December 31, 1999 and 1998, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of US Unwired Inc., at December 31, 1999 and 1998, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States.

/s/ Ernst & Young LLP

Houston, Texas

February 9, 2000

F-2
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

<TABLE>
<CAPTION>
Year ended
December 31,
----------------
ASSETS 1999 1998
------ -------- -------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................... $ 16,848 $32,475
Subscriber receivables, net of allowance for doubtful
accounts of $184 in 1999 and $217 in 1998.................. 6,115 4,419
Other receivables........................................... 1,380 27
Inventory................................................... 6,021 2,541
Prepaid expenses............................................ 1,174 331
Income taxes receivable..................................... 10,296 5,524
Receivables from related parties............................ 651 197
Receivables from officers................................... 110 92
-------- -------
Total current assets.......................................... 42,595 45,606
Marketable securities......................................... 141,453 --
Property and equipment, net................................... 115,842 22,565
Deferred financing costs, net of accumulated amortization of
$184 in 1999 and $-0- in 1998................................ 12,545 --
Cellular and PCS licenses, net of accumulated amortization of
$1,326 in 1999 and $-0- in 1998.............................. 10,462 --
Restricted cash in escrow..................................... 5,402 5,164
Investments in and advances to unconsolidated affiliates...... 425 15,098
Note receivable from unconsolidated affiliate................. 1,582 --
Other assets.................................................. 2,170 1,481
-------- -------
Total assets.................................................. $332,476 $89,914
======== =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable............................................ $ 17,134 $ 2,972
Accrued expenses............................................ 2,687 1,188
Current maturities of long term debt........................ 188 1,341
-------- -------
Total current liabilities..................................... 20,009 5,501
Long term debt, net of current maturities..................... 227,732 27,726
Deferred income taxes......................................... 3,321 3,837
Minority interest............................................. 1,458 --
Mandatory redeemable preferred stock, authorized 40,000,000
shares; issued and outstanding 500,000 shares................ 50,000 --
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value:
Class A: Authorized 100,000,000 shares; none issued or
outstanding.............................................. -- --
Class B: Authorized 60,000,000 shares; issued and
outstanding 11,250,000 shares............................ 113 113
Additional paid-in capital.................................... 2,634 1,835
Accumulated other comprehensive income........................ 474 --
Retained earnings............................................. 26,735 50,902
-------- -------
Total stockholders' equity.................................... 29,956 52,850
-------- -------
Total liabilities and stockholders' equity.................... $332,476 $89,914
======== =======
</TABLE>

See accompanying notes.

F-3
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------
1999 1998 1997
-------- -------- -------
<S> <C> <C> <C>
Revenues:
Service revenues:
Subscriber...................................... $ 44,967 $ 48,723 $53,255
Roaming......................................... 10,867 11,914 16,079
Merchandise sales............................... 5,371 3,915 2,685
Management fees................................. 2,365 4,455 1,376
Other revenue................................... 295 2,704 1,273
-------- -------- -------
Total revenue................................. 63,865 71,711 74,668
-------- -------- -------
Operating expenses:
Cost of services................................ 23,233 18,586 20,111
Merchandise cost of sales....................... 11,998 10,777 8,943
General and administrative...................... 23,439 17,156 12,682
Sales and marketing............................. 15,030 10,886 10,893
Depreciation and amortization................... 21,423 9,831 12,478
-------- -------- -------
Total operating expenses...................... 95,123 67,236 65,107
-------- -------- -------
Operating (loss) income........................... (31,258) 4,475 9,561
Other (expense) income:
Interest expense................................ (11,877) (6,157) (8,580)
Interest income................................. 3,008 1,778 1,690
Other income (expense).......................... 587 -- (1,082)
Loss on sale of assets.......................... -- (114) --
Gain on sale of certain markets................. 819 57,364 --
Gain on sale of PCS customer base to affiliate.. -- 2,285 --
-------- -------- -------
Total other (expense) income.................. (7,463) 55,156 (7,972)
-------- -------- -------
(Loss) income before income taxes, extraordinary
item, minority interest, and equity in losses of
affiliates....................................... (38,721) 59,631 1,589
Income tax (benefit) expense...................... (10,486) 17,726 95
-------- -------- -------
(Loss) income before extraordinary item, minority
interest and equity in income (losses) of
affiliates....................................... (28,235) 41,905 1,494
Extraordinary item--early extinguishment of debt,
net of income tax of $884........................ (2,992) -- --
Minority interest in losses of subsidiaries....... 11,930 -- 134
Equity in losses of affiliates.................... (4,870) (12,984) (3,137)
-------- -------- -------
Net (loss) income ................................ $(24,167) $ 28,921 $(1,509)
======== ======== =======
</TABLE>

See accompanying notes.

F-4
<PAGE>

US Unwired Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(In thousands)

<TABLE>
<CAPTION>
Class Class Accumulated
A B Additional Other
Common Common Paid-in Comprehensive Retained
Stock Stock Capital Income Earnings Total
------ ------ ---------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1996................... -- $113 $1,835 $ -- $ 23,490 $ 25,438
Net loss................ -- -- -- -- (1,509) (1,509)
--- ---- ------ ---- -------- --------
Balance at December 31,
1997................... -- 113 1,835 -- 21,981 23,929
Net income.............. -- -- -- -- 28,921 28,921
--- ---- ------ ---- -------- --------
Balance at December 31,
1998................... -- 113 1,835 -- 50,902 52,850
Stock Compensation...... -- -- 799 -- -- 799
Unrealized gain on
marketable securities,
net of tax $316........ -- -- -- 474 -- 474
Net loss................ -- -- -- -- (24,167) (24,167)
--------
Comprehensive income.... (23,693)
--- ---- ------ ---- -------- --------
Balance at December 31,
1999................... -- $113 $2,634 $474 $ 26,735 $ 29,956
=== ==== ====== ==== ======== ========
</TABLE>

See accompanying notes.

F-5
<PAGE>

US Unwired Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1999 1998 1997
-------- --------- --------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss).............................. $(24,167) $ 28,921 $ (1,509)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities:
Extinguishment of debt........................ 3,876 -- --
Depreciation and amortization................. 21,423 9,831 12,478
Accretion of debt discount.................... 4,822 -- --
Minority interest............................. (11,930) -- (134)
Unrealized gain on marketable securities...... (316) -- --
Provision for bad debts....................... -- 744 3,521
Deferred tax expense (benefit)................ (516) 4,601 (83)
Unearned revenue.............................. -- (105) (136)
(Gain) loss on sale of assets................. -- (59,535) --
Equity in losses of affiliates................ 4,870 12,984 3,137
Non-cash compensation......................... 799 -- --
Interest income on restricted cash in escrow.. (238) (164) --
Changes in operating assets and liabilities,
net of acquisitions and disposals
Subscriber receivables........................ (1,334) (351) (4,123)
Other receivables............................. (1,353) 1,623 (458)
Inventory..................................... (3,131) (1,082) 922
Prepaid expenses.............................. (537) (4,264) (1,095)
Receivables from related parties.............. 763 (2,450) --
Other assets.................................. (285) (298) (606)
Accounts payable.............................. 4,917 (4,417) 2,333
Accrued expenses.............................. 435 (704) (2,208)
Prepaid income taxes.......................... (4,772) ---- --
-------- --------- --------
Net cash provided by (used in) operating
activities.................................... (6,674) (14,666) 12,039
-------- --------- --------
Cash flows from investing activities
Purchases of property and equipment............ (58,186) (20,575) (12,559)
Distributions from unconsolidated affiliates... 421 813 --
Investments in unconsolidated affiliates....... (1,204) (15,416) (5,040)
Purchase of marketable securities.............. (140,663) -- --
Net proceeds from sale of certain markets...... -- 154,877 --
Cash contributions from minority shareholder... 2,500 -- --
Loan to unconsolidated affiliate............... (1,582) -- --
Purchase of licenses & subscriber base......... (1,254) (6,514) --
Cash acquired from consolidation of previous
unconsolidated affiliates..................... 3,035 -- --
-------- --------- --------
Net cash provided by (used in) investing
activities.................................... (196,933) 113,185 (17,599)
-------- --------- --------
Cash flows from financing activities
Proceeds from long-term debt................... 252,023 29,724 6,770
Principal payments on long-term debt........... (98,350) (100,723) (2,604)
Debt issuance cost............................. (15,693) -- (225)
Proceeds from issuance of preferred stock...... 50,000 -- --
-------- --------- --------
Net cash provided by (used in) financing
activities.................................... 187,980 (70,999) 3,941
-------- --------- --------
Net increase (decrease) in cash and cash
equivalents................................... (15,627) 27,520 (1,619)
Cash and cash equivalents at beginning of
year.......................................... 32,475 4,955 6,574
-------- --------- --------
Cash and cash equivalents at end of year....... $ 16,848 $ 32,475 $ 4,955
======== ========= ========
Supplemental cash flow disclosures
Cash paid for interest......................... $ 8,390 $ 5,008 $ 9,410
======== ========= ========
Cash paid for income taxes..................... $ 778 $ 17,488 $ 1,248
======== ========= ========
Non-cash activities
Property purchases in accounts payable......... $ 9,522 $ 974 $ 5,495
======== ========= ========
Distribution receivable from affiliate......... $ 500 $ 120 $ --
======== ========= ========
Contribution of assets to affiliate............ $ 1,312 $ 506 $ --
======== ========= ========
</TABLE>

See accompanying notes.

F-6
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1999

1. Description of Business and Summary of Significant Accounting Policies

Description of Organization

US Unwired Inc. (the "Company") is principally engaged in the ownership and
operation of wireless communications systems in Southwest Louisiana and
Southeast Texas. At December 31, 1999, the Company owns and operates PCS,
cellular, and paging communications systems. The Company was incorporated as
Mercury, Inc. in 1967 by the principal shareholders of Cameron Communications
Corporation ("Cameron") to provide complementary services to Cameron's local
and line telephone service.

On September 27, 1999, the Company completed a reorganization by which the
shareholders of "old" US Unwired Inc. exchanged all of their shares of common
stock for an equal number of shares with the same rights and privileges in
"new" US Unwired (the Holding Company) and "old" US Unwired changed its name to
Unwired Telecom Corp. All outstanding stock options were exchanged for stock
options of the Holding Company at the same exchange ratio. As a result, Unwired
Telecom Corp is now a wholly-owned subsidiary of the Holding Company. This
reorganization has been accounted for at historical cost in a manner similar to
that in pooling of interests accounting.

Consolidation Policy

The consolidated financial statements include the accounts of US Unwired
Inc. and its majority-owned subsidiaries. All significant intercompany balances
and transactions are eliminated in consolidation. Losses of subsidiaries
attributable to minority stockholders in excess of the minority interest in the
equity capital of the subsidiary are not eliminated in consolidation.

During 1999, the Company made a series of capital contributions (including
contributions made by Unwired Telecom) to Louisiana Unwired, LLC ("LA Unwired")
and LEC Unwired, L.L.C. ("LEC Unwired") which increased its ownership
percentages in LA Unwired and LEC Unwired to 93.66% and 56.67%, respectively.
As a result, the Company's financial statements for the year ended December 31,
1999 include the financial position and results of operations of LA Unwired and
LEC Unwired on a consolidated basis.

Cash Equivalents

The Company considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents.

Marketable Securities

The Company accounts for marketable securities in accordance with SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities. The
Company determines the appropriate

F-7
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

classification of all marketable securities as held-to-maturity, available-for-
sale, or trading at the time of purchase and re-evaluates such classification
as of each balance sheet date. At December 31, 1999, all of the Company's
investments in marketable securities are classified as available-for-sale, and
as a result, are reported at fair value. Unrealized gains and losses, net of
tax, are reported as a component of accumulated other comprehensive income in
stockholders' equity. The cost of investments sold is based on the average cost
method, and realized gains and losses are included in other income (expense).

Inventory

Inventory consists of analog and digital telephones, pagers and related
accessories and is carried at cost. Cost is determined by the moving average
method, which approximates the first-in, first-out method.

Property and Equipment

Property and equipment is stated at cost and depreciated on a straight-line
basis over the estimated useful lives of the assets as follows:

<TABLE>
<CAPTION>
Years
------
<S> <C>
Buildings.......................................................... 39
Leasehold improvements 3 to 5...................................... 3 to 5
Cellular facilities and equipment.................................. 5
Furniture and fixtures............................................. 5 to 7
Vehicles........................................................... 5
</TABLE>

Cellular and PCS Licenses

Licenses consist primarily of costs incurred in connection with the
Company's acquisition of PCS licenses and systems. These assets are recorded at
cost and amortized using the straight-line method over an estimated useful life
of 20 years. Amortization expense charged to operations for licenses in 1999,
1998 and 1997 was $341,000, $-0- and $4,064,000, respectively.

Deferred Financing Costs

Deferred financing costs include costs incurred in connection with the
issuance of the Company's long-term debt which are capitalized and amortized
over the terms of the related debt using the interest method. Amortization
expense charged to operations in 1999, 1998 and 1997 was $450,000, $49,000 and
$153,000, respectively.

Impairment of Long-Lived Assets

The Company assesses long-lived assets for impairment under Statement of
Financial Accounting Standards ("SFAS") 121, Accounting for the Impairment of
Long-Lived Assets and for

F-8
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Long-Lived Assets to be Disposed Of. SFAS 121 requires that long-lived assets
and certain identifiable intangibles to be held and used or disposed of by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Company periodically evaluates the recoverability of the carrying amounts of
its licenses and property and equipment in each market, as well as the
depreciation and amortization periods based on estimated undiscounted future
cash flows and other factors to determine whether current events or
circumstances warrant reduction of the carrying amounts or acceleration of the
related amortization period. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

Investments in Unconsolidated Affiliates

The Company's investments in less than majority-owned affiliated companies
are accounted for using the equity method and equity in earnings (losses) are
reported as equity in losses of affiliates.

Revenue Recognition

The Company earns revenue by providing access to and usage of its cellular,
PCS and paging networks and sales of cellular, PCS and paging merchandise.
Service revenues include revenues for charges to subscribers for both access to
and usage of the Company's cellular, PCS and paging networks. These revenues
are recognized as they are earned by the Company. Revenues from the sales of
merchandise are recognized when the merchandise is provided to the customer.

Advertising Costs

Advertising costs are charged to expenses as incurred. For the years ended
December 31, 1999, 1998, and 1997, approximately $5,160,000, $3,658,000, and
$2,203,000, respectively, of advertising costs were incurred.

Commissions

Commissions are paid to sales agents for customer activations and are
expensed in the month the customer is activated within the cellular system.

Income Taxes

The Company accounts for deferred income taxes using the asset and liability
method, under which deferred tax assets and liabilities are recognized for the
differences between the financial statement carrying amounts of assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.

F-9
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Stock Compensation Arrangements

The Company accounts for its stock compensation arrangements under the
provisions of APB 25, Accounting for Stock Issued to Employees.

Use of Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations
of credit risk consist primarily of cash and accounts receivable. The Company
places its cash and temporary cash investments with high credit quality
financial services companies. Collectibility of subscriber receivables is
impacted by economic trends in each of the Company's markets and the Company
has provided an allowance which it believes is adequate to absorb losses from
uncollectible accounts.

Reclassifications

Certain reclassifications have been made to the 1997 and 1998 financial
statements to conform to the 1999 presentation.

2. Marketable Securities

As of December 31, 1999, the Company's investments in marketable securities
consist of debt securities with maturities ranging from 60 days to 90 days from
the date of purchase. These marketable securities have been classified as non-
current as the Company intends to use these securities to fund the purchase and
development of its PCS network. The following is a summary of the Company's
available-for-sale marketable securities as of December 31, 1999:

<TABLE>
<CAPTION>
(In thousands)
-----------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Commercial paper...................... $ 98,769 $790 $-- $ 99,559
Fixed income mutual funds............. 41,894 -- -- 41,894
-------- ---- --- --------
$140,663 $790 $-- $141,453
======== ==== === ========
</TABLE>

For the years ended December 31, 1999 and 1998, there were no net realized
gains and losses on sales of available-for-sale marketable securities.

F-10
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

3. Acquisitions and Dispositions of Markets

Effective July 1, 1998, the Company sold substantially all of the assets
related to its Kansas, Mississippi and Alabama markets, as well as its majority
ownership interest in MS 34 for approximately $161,500,000, subject to purchase
price adjustments as defined in the sale agreement. Approximately $5,000,000
was placed in escrow for two years from closing date to settle any adjustments
to the purchase price. The cash in escrow and related interest income has been
recorded as restricted cash in escrow in the accompanying consolidated balance
sheet.

In late 1997, the Company began marketing PCS, which is a new generation of
wireless communications offering customers advanced, secure, two-way digital
wireless services and applications. Effective August 1, 1998, the Company sold
certain PCS subscribers and related assets to Meretel Communications, L.P.
("Meretel") for $4.3 million in cash and $1.5 million in additional ownership
interest in Meretel. In connection with this transaction, a gain of
approximately $2.3 million has been reflected in the accompanying consolidated
statement of operations.

On September 30, 1998, the Company acquired substantially all assets and
assumed certain liabilities of Maas.net, LLC, ("Maas.net"), a related party.
Maas.net is a provider of Internet access services. As consideration, the
Company assumed $620,000 of the indebtedness of Maas.net. On October 1, 1998,
the Company contributed these assets, with a fair value of $506,000, to LEC
Unwired, LLC (LEC Unwired), an unconsolidated affiliate.

4. Property and Equipment

Major categories of property and equipment were as follows:

<TABLE>
<CAPTION>
December 31,
----------------
1999 1998
-------- -------
(In thousands)
<S> <C> <C>
Land.......................................................... $ 1,061 $ 1,061
Buildings..................................................... 2,011 1,946
Leasehold improvements........................................ 1,547 961
Cellular facilities and equipment............................. 138,252 34,680
Furniture and fixtures........................................ 1,979 1,477
Vehicles...................................................... 490 240
Construction in progress...................................... 13,366 1,328
-------- -------
158,706 41,693
Less accumulated depreciation................................. 42,864 19,128
-------- -------
$115,842 $22,565
======== =======
</TABLE>

The Company recorded depreciation expense of, $20,563,000, $6,444,000 and
$5,867,000, during the years ended December 31, 1999, 1998 and 1997,
respectively.

F-11
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

5. Investments in Unconsolidated Affiliates

Investments in unconsolidated affiliates at December 31 consists of the
following:

<TABLE>
<CAPTION>
Percentage
Ownership
------------
December
31, December 31,
------------ ----------------
1999 1998 1999 1998
----- ----- ------- -------
<S> <C> <C> <C> <C>
Meretel........................................ 24.33% 24.33% $(1,623) $ 3,292
Command Connect, LLC ("Command Connect")....... 50.00% 50.00% 1,081 1,361
GTE Mobilnet of Texas RSA #21 Limited
Partnership ("GTE #21")....................... 25.00% 25.00% 761 688
LA Unwired..................................... 93.66% 50.00% -- 7,996
LEC Unwired.................................... 56.67% 50.00% -- 1,761
Wireless Management Corporation................ 33.33% -- 206 --
------- -------
$ 425 $15,098
======= =======
</TABLE>

Prior to June 1998, Meretel was the owner and operator of PCS licenses in
Lafayette, Louisiana; Baton Rouge, Louisiana; and Beaumont, Texas. On June 8,
1998, Meretel entered into an agreement with Sprint PCS in which Meretel agreed
to manage Sprint's PCS networks within each Basic Trading Area in which Meretel
operates. Pursuant to this agreement, Sprint PCS pays Meretel 92% of collected
revenues, as defined, from customers in these markets. The agreement requires
that Meretel build out the PCS networks in accordance with FCC requirements and
deadlines. Meretel and Sprint PCS will share equally the costs for any
necessary relocation of microwave sources that interfere with Sprint's PCS
spectrum. In conjunction with this agreement, Meretel elected to participate in
the FCC's amnesty program whereby Meretel surrendered its licenses in exchange
for extinguishment of all outstanding debt and related accrued interest due to
the FCC.

Command Connect and LA Unwired either own PCS licenses, or have rights to
use licenses owned by Sprint PCS under management agreements, in Louisiana,
Texas, Arkansas, Mississippi, and Oklahoma. As with Meretel, Sprint PCS pays
92% of collected revenues, as defined, from customers in these service areas.
Command Connect originally purchased the owned licenses, and holds the licenses
until such time as LA Unwired builds out the network for these licenses. At
that time, the license is transferred from Command Connect to LA Unwired, who
commences operations.

GTE #21 operates a cellular network in Texas RSA #21.

LEC Unwired is primarily engaged in providing competitive local telephone
and Internet services in Louisiana and east Texas.

F-12
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

As discussed in Note 1, the Company increased its ownership in LA Unwired
and LEC Unwired during 1999. As a result, LA Unwired and LEC Unwired are
presented on a consolidated basis in 1999. Summary financial information for
the above-mentioned unconsolidated affiliates is as follows for the years ended
December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Meretel:
Total assets.................................... $ 63,195 $ 52,552 $115,218
Total liabilities............................... 93,317 64,951 99,913
-------- -------- --------
Partners' capital............................... $(30,122) $(12,399) $ 15,305
======== ======== ========
Revenue......................................... $ 23,691 $ 8,353 $ 173
======== ======== ========
Operating expenses.............................. $ 39,876 $ 30,056 $ 8,772
======== ======== ========
Net loss........................................ $(20,534) $(29,704) $(12,707)
======== ======== ========
Command Connect:
Total assets.................................... $ 3,790 $ 5,178 $ 14,402
Total liabilities............................... $ 1,582 $ 2,456 $ 9,337
-------- -------- --------
Members' capital................................ $ 2,208 $ 2,722 $ 5,065
======== ======== ========
Revenue......................................... $ -- $ 11 $ --
======== ======== ========
Operating expenses.............................. $ 10 $ 463 $ 469
======== ======== ========
Net loss........................................ $ (563) $ (452) $ (860)
======== ======== ========
GTE #21:
Total assets.................................... $ 3,105 $ 3,285 $ 2,646
Total liabilities............................... $ 54 $ 51 $ 51
-------- -------- --------
Members' capital................................ $ 3,051 $ 3,234 $ 2,595
======== ======== ========
Revenue......................................... $ 2,913 $ 2,572 $ 2,877
======== ======== ========
Operating expenses.............................. $ 962 $ 798 $ 782
======== ======== ========
Net income...................................... $ 1,981 $ 1,808 $ 2,137
======== ======== ========
LA Unwired:
Total assets.................................... $ -- $ 67,248 $ --
Total liabilities............................... -- 51,256 --
-------- -------- --------
Members' capital................................ $ -- $ 15,992 $ --
======== ======== ========
Revenue......................................... $ -- $ 1,509 $ --
========
Operating expenses.............................. $ -- $ 9,633 $ --
======== ======== ========
Net loss........................................ $ -- $ (9,474) $ --
======== ======== ========
LEC Unwired:
Total assets.................................... $ -- $ 6,448 $ --
Total liabilities............................... -- 3,433 --
-------- -------- --------
Members' capital................................ $ -- $ 3,015 $ --
======== ======== ========
Revenue......................................... $ -- $ 570 $ --
======== ======== ========
Operating expenses.............................. $ -- $ 3,081 $ --
======== ======== ========
Net loss........................................ $ -- $ (2,491) $ --
======== ======== ========
Wireless Management Corporation:
Total assets.................................... $ -- $ -- $ --
Total liabilities............................... 17 -- --
-------- -------- --------
Members' capital................................ $ (17) $ -- $ --
======== ======== ========
Revenue......................................... $ -- $ -- $ --
======== ======== ========
Operating expenses.............................. $ 2 $ -- $ --
======== ======== ========
Net loss........................................ $ (258) $ -- $ --
======== ======== ========
</TABLE>

F-13
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

6. Accrued Expenses

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1999 1998
------ ------
(In
thousands)
<S> <C> <C>
Accrued taxes, other than income................................. $ 620 $ 586
Accrued payroll.................................................. 521 121
Unearned revenue and customer deposits........................... 877 56
Accrued interest expense......................................... 21 121
Other............................................................ 648 304
------ ------
$2,687 $1,188
====== ======
</TABLE>

7. Long-Term Debt

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
December 31,
----------------
1999 1998
-------- -------
(In thousands)
<S> <C> <C>
Debt outstanding under credit facilities:
Senior subordinated discount notes.......................... $214,045 $ --
LEC Unwired credit facility................................. 11,840 --
FCC debt.................................................... 1,509 --
Vendor financing............................................ 526 567
Bank credit facility........................................ -- 28,500
-------- -------
Total long-term debt.......................................... 227,920 29,067
Less current maturities....................................... 188 1,341
-------- -------
Long-term obligations, excluding current maturities........... $227,732 $27,726
======== =======
</TABLE>

On October 29, 1999, US Unwired issued $400 million of 13 3/8% Senior
Subordinated Discount Notes due November 1, 2009 ("the Notes"). The Notes were
issued at a substantial discount such that the Company received gross proceeds
of approximately $209.2 million. Interest on the Notes will not begin to accrue
until November 1, 2004. Prior to that time, in lieu of interest, the Notes will
increase in value daily, compounded on each May 1 and November 1, at the rate
of 13 3/8% per year. The value of the Notes on November 1, 2004 will be equal
to the face amount of the Notes. On that date, the Notes will accrue interest
at the rate of 13 3/8% per year and the Company will be required to pay the
accrued interest beginning May 1, 2005, and on each November 1 and May 1
thereafter.

The Notes are fully and unconditionally guaranteed by one wholly owned and
one non-wholly owned subsidiary (collectively "Guarantor Subsidiaries" and
individually "Guarantor"). Each of the guarantees is a general unsecured
obligation of the Guarantor and will rank equally in right of payment to all of
our existing and future senior subordinated indebtedness and senior in right of

F-14
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

payment of existing and future obligations that are expressly subordinated in
right to payment to the Notes. The Notes will rank junior to all existing and
future senior debt. See Note 14 for the condensed consolidating balance sheets
as of December 31, 1999 and 1998 and the related condensed consolidating
statements of operations and cash flows for each of the three years in the
period ended December 31, 1999 related to the Guarantor and non-Guarantor
Subsidiaries.

In connection with the issuance of the above mentioned Notes, LA Unwired's
existing $130 million senior credit facilities and US Unwired's existing bank
credit facility were extinguished. As a result, the unamortized debt issuance
costs related to these existing credit facilities, totaling $3,262,000, were
written off, net of tax of $749,000, as an extraordinary item.

Effective October 1, 1999, US Unwired entered into senior credit facilities
for $130 million. The senior credit facilities provide for an $80 million
reducing revolving credit facility, which matures on September 30, 2007, and a
$50 million delay draw term loan, which matures on September 30, 2007. The
reducing revolver will be permanently reduced in quarterly installments
beginning on June 30, 2000, in amounts which vary between $1.3 million and $6.0
million. The term loan will be amortized in quarterly installments beginning on
June 30, 2003, in quarterly amounts which vary between $1.3 million and $3.7
million. Interest on all loans made under the senior credit facilities bear
interest at variable rates tied to the prime rate, the federal funds rate or
the LIBOR. At December 31, 1999, there are no amounts outstanding under these
senior credit facilities.

These senior credit facilities require US Unwired to pay an annual
commitment fee ranging from 1.5% to 1% of the unused commitment under the
senior credit facilities. The senior credit facilities are secured by a first
priority security interest in all tangible and intangible assets of US Unwired
(other than the corporate headquarters building), LA Unwired and Unwired
Telecom (including the owned PCS licenses, to the extent legally permitted); a
pledge by US Unwired and Cameron of 100% of the ownership interest in LA
Unwired, a pledge by US Unwired of its ownership interest in Unwired Telecom;
and an assignment by LA Unwired of all Sprint PCS agreements and any network
contract (including software rights). Additionally, the senior credit
facilities are subject to certain restrictive covenants. At December 31, 1999,
the Company was not in compliance with certain of these restrictive covenants.
The Company has obtained a waiver from the lender for such covenant violations.

In July 1998, LEC Unwired entered into a financing arrangement with a
financial institution. The credit facility provides for borrowings up to $18
million ($15 million in senior secured debt and $3 million in subordinated
debt) to be used for the construction of various telecommunications networks.
The arrangement includes several fixed and variable interest rate options. The
drawdown period of the facility is twenty-four months from closing. Repayment
of principal begins three years after closing and ends eight years after
closing, with interest payable on a quarterly basis. At December 31, 1999, the
effective interest rate for this debt was 10.8% and the total unfunded
commitment was approximately $6.2 million. The financing arrangement is
collateralized by

F-15
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

substantially all of the assets of the Company. Additionally, the debt is
subject to certain restrictive covenants. At December 31, 1999, the Company was
not in compliance with certain of these restrictive covenants.The Company has
obtained a waiver from the lender for such covenant violations.

In December 1999, Command Connect contributed various PCS licenses to LA
Unwired. As part of this contribution, LA Unwired assumed the related debt of
$2,252,000 with the FCC. This debt bears interest at 8.75% and provides for
quarterly principal and interest payments of approximately $68,000 through
April 30, 2007. The contributed assets and assumed liabilities have been
recorded at their historical costs.

The notes outstanding under the bank credit facility provided for quarterly
interest payments with quarterly amortization of principal beginning in June
1999 through June 2005. The notes outstanding under the vendor credit facility
provide for quarterly interest payments only through September 1997 when
quarterly amortization of principal commenced with final maturity in January
2003. Interest rates are comprised of a combination of fixed rates over the
term of the note or variable rates based on either a variable lending rate
established by a commercial bank plus a margin ranging up to 1% or the average
offering rate for three-month commercial paper of major corporations.

On June 23, 1999, LA Unwired entered into senior credit facilities for $130
million with certain lenders. The senior credit facilities provided for an $80
million reducing revolving credit facility, which was to mature on September
30, 2007, and a $50 million delay draw term loan, which was to mature on
September 30, 2007. All loans made under the senior credit facilities bear
interest at variable rates tied to the prime rate, the federal funds rate or
the London Interbank Offering Rate ("LIBOR").

A portion of the proceeds from this new credit facility were used to
extinguish LA Unwired's existing credit facility. As a result, the unamortized
debt issuance costs related to this existing credit facility, totaling
$614,000, were written off, net of tax of $135,000, as an extraordinary item.

Maturities of long-term debt for the five years succeeding December 31, 1999
are as follows:

<TABLE>
<CAPTION>
(In thousands)
--------------
<S> <C>
2000....................................................... $ 188
2001....................................................... 500
2002....................................................... 1,554
2003....................................................... 2,313
2004....................................................... 3,222
</TABLE>

F-16
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

8. Income Taxes

Income tax expense (benefit) for the years ended December 31, 1999, 1998 and
1997 is as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- ----
(In thousands)
<S> <C> <C> <C>
Federal:
Current........................................ $(11,204) $ 11,287 $ --
Deferred....................................... (319) 4,020 (70)
-------- -------- ----
(11,343) 15,307 (70)
State:
Current........................................ 170 1,838 178
Deferred....................................... (197) 581 (13)
-------- -------- ----
(27) 2,419 165
-------- -------- ----
$(11,370) $ 17,726 $ 95
======== ======== ====
</TABLE>

Income tax expense differs from the amounts computed by applying applicable
U.S. federal income tax rate to income (loss) before income taxes, minority
interest and equity in losses of affiliates as a result of the following:

<TABLE>
<CAPTION>
1999 1998 1997
-------- ------- -------
(In thousands)
<S> <C> <C> <C>
Computed "expected" tax expense............. $(13,552) $20,275 $ 540
Equity in loss of affiliates................ (1,705) (4,549) (1,066)
Minority interest........................... 4,176 -- --
Extraordinary item.......................... (884) -- --
Surtax...................................... -- 636 --
Permanent differences....................... 190 -- --
Change in valuation allowance............... -- -- 652
State income taxes, net of Federal income
taxes...................................... (27) 1,989 165
Other, net.................................. 432 (625) (196)
-------- ------- -------
$(11,370) $17,726 $ 95
======== ======= =======
</TABLE>

During 1998, the Company utilized all net operating losses that were carried
forward from 1997. The benefit realized from net operating loss carry forwards
totaled approximately $1,586,000.

F-17
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

The tax effects of temporary differences that give rise to the significant
components of deferred tax assets and deferred tax liabilities at December 31,
are presented below:

<TABLE>
<CAPTION>
1999 1998
------- -------
(In thousands)
<S> <C> <C>
Deferred tax assets:
State net operating losses............................. $ 2,026 $ --
Interest on Notes...................................... 1,911 --
Stock compensation..................................... 320 --
Allowance for doubtful accounts........................ 54 90
Inventory reserve...................................... 136 64
Unearned revenue....................................... -- 40
Investment in unconsolidated affiliates................ -- 389
Intangible assets...................................... -- 240
Other.................................................. 23 209
------- -------
Deferred tax assets.................................... 4,470 1,032
Less valuation allowance .............................. 2,026 --
------- -------
2,444 1,032
------- -------
Deferred tax liabilities:
Fixed assets........................................... 1,992 2,927
Deferred gains......................................... 914 1,942
Unrealized gain on marketable securities............... 316 --
Interest on related party debt......................... 126 --
Investment in unconsolidated affiliates................ 2,417 --
------- -------
5,765 4,869
------- -------
Net deferred tax liability............................... $ 3,321 $ 3,837
======= =======
</TABLE>

In assessing the realizability of deferred tax assets at December 31, 1999,
the Company considered whether it was more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. The Company considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment. Based upon these considerations, the Company provided a
valuation allowance to reduce the carrying value of deferred tax assets related
to certain state net operating losses. These state net operating loss
carryforwards approximate $40,520,000 and begin to expire in 2013.

9. Stockholder's Equity

The Company is authorized by its Articles of Incorporation to issue
40,000,000 shares of preferred stock upon the authorization of the Company's
Board of Directors. The Board of Directors is authorized to fix the dividend
rights and terms, conversion and voting rights, redemption rights and other
privileges and restrictions applicable to the stock.

F-18
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

The Company has two classes of authorized common stock, Class A Common Stock
and Class B Common Stock. Other than as to voting rights and transfer
restrictions applicable to the Class B shares, the Class A and Class B shares
have identical rights.

Class A shares have one vote per share and Class B shares have ten votes per
share. Shares of Class B Common Stock generally convert automatically into
shares of Class A Common Stock on a share-for-share basis upon the transfer of
the Class B shares to other than a "qualified holder," generally the original
holders of Class B shares. Class B shares are also subject to other transfer
restrictions.

In 1997, the Company withdrew from an initial public offering of its common
stock. As a result, costs totaling $1,082,000 which were previously deferred
were expensed and are included in other expenses.

Contemporaneously with the issuance of the Notes discussed in Note 7, the
Company issued 500,000 shares of Series A preferred stock for $50 million. The
present holder of the Series A preferred and any of its affiliates who become
holders may convert the preferred stock into Class B common stock, at any time,
at a price of $26.55 per share, and such holders have voting rights of Class B
common shareholders on an as-converted basis. Upon a sale or transfer of the
preferred stock by such holders to a nonaffiliate of such holders, the
preferred stock becomes convertible into Class A common stock and the
transferee holders will have voting rights of Class A common shareholders on an
as-converted basis. The Series A preferred stock has a mandatory redemption at
its stated value 91 days after the maturity of the Notes.

10. Stock Option Plan

During 1999, the Board of Directors amended and modified the 1998 Equity
Plan to the US Unwired Inc. 1999 Equity Incentive Plan (the "1999 Equity
Plan"). As part of this amendment, the maximum aggregate amount of Common Stock
with respect to which options or other awards may be granted was increased from
1,600,000 to 2,300,000 shares. As of December 31, 1998, the Company had not
granted any options or other awards under the 1998 Equity Plan. On July 16,
1999, the Company granted stock options for a total of 664,600 shares under the
1999 Equity Plan. These options have a ten year term and vest over a four year
period and have an exercise price of $6.00 per share, except for 166,600
options which have an exercise price of $26.55 per share. All of the options
were outstanding at December 31, 1999 and none were exercisable. Additionally,
another 425,400 shares were granted on January 1, 2000 with an exercise price
of $26.55 per share.

As allowed by SFAS No. 123, the Company has elected to continue to follow
APB Opinion No. 25, Accounting for Stock Issued to Employees, which does not
provide for compensation expense on the issuance of stock options if the option
terms are fixed and the exercise price equals the fair value of the underlying
stock on the grant date.

F-19
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

In connection with the above mentioned grant of options to purchase 498,000
shares of the Company's common stock at an exercise price of $6.00 per share,
the Company has recorded stock compensation of $799,000 for the year ended
December 31, 1999, as the exercise price of these options is less than the
estimated fair value of the Company's stock at the grant date.

As required by SFAS No. 123, the Company has determined the pro forma
information as if the Company had accounted for stock options granted under the
fair value method of SFAS No. 123. The minimum value option pricing model was
used with the following weighted-average assumptions, respectively: risk-free
interest rates of 6%; dividend yield of 0%; and a weighted-average expected
life of the options of five years. The weighted-average fair value of options
granted with $6.00 and $26.55 exercise prices were $5.55 and $.33 per share,
respectively.

Had compensation expense been recorded based on the fair values of the stock
option grants, the Company's 1999 pro forma net loss would have been
$24,224,000.

11. Commitments and Contingencies

Employees of the Company participate in a 401(k) retirement plan (the
"401(k) plan") sponsored by a related party. Employees are eligible to
participate in the 401(k) plan when the employee has completed six months of
service. Under the 401(k) plan, participating employees may defer a portion of
their pretax earnings up to certain limits prescribed by the Internal Revenue
Service. The Company contributes a discretionary match equal to a percentage of
the deferred by the employee and a discretionary amount determined by the
Company from current or accumulated net profits. The Company's contributions
are fully vested upon the completion of 5 years of service. Contribution
expense related to the 401(k) plan was approximately $283,000, $340,000 and
$264,000 for the years ended December 31, 1999, 1998 and 1997, respectively.

The Company is a party to various noncancellable operating leases for
facilities and equipment. Future minimum lease payments due under
noncancellable operating leases with terms in excess of one year are as
follows:

<TABLE>
<CAPTION>
(In thousands)
Year ending December 31, -------------
<S> <C>
2000.................................................... 3,359
2001.................................................... 3,049
2002.................................................... 2,508
2003.................................................... 2,271
2004.................................................... 1,907
Thereafter.............................................. 6,320
------
19,414
</TABLE>

Rental expense was $2,859,000, $1,567,000 and $777,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.

F-20
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

The Company is involved in, various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity.

The Company has agreed to guarantee repayment of up to $3,824,000, plus
interest and fees thereon, pursuant to a loan agreement dated May 16, 1997,
related to bank financing obtained by Meretel which matures in 2007.

On March 31, 1999, the Company entered into an undertaking agreement as
required by LEC Unwired's loan agreements entered into in July 1998. This
undertaking agreement obligates the Company to provide cash capital
contributions, not to exceed $4.5 million, to LEC Unwired if LEC Unwired is not
in compliance with specified financial covenants in its loan agreements. The
amount of cash that the Company is required to provide depends on the covenant
with which LEC Unwired has failed to comply.

12. Disclosure About Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, subscriber receivables,
accrued interest and other receivables, and accounts payable and accrued
expenses approximate fair value because of the short term nature of these
items. The estimated fair value of the Company's long-term debt at December 31,
1999 and 1998 was $245,918,000 and $29,040,000, compared to its carrying value
of $227,920,000 and $29,067,000. The fair value of long-term debt is valued at
future cash flows discounted using the current borrowing rate for loans of a
comparable maturity.

Fair value estimates are subject to inherent limitations. Estimates of fair
value are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the Company might realize in actual market transactions. Estimates
of fair value are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

F-21
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

13. Related Party Transactions

During the years ended December 31, 1999, 1998 and 1997, the Company paid
$10,000, $290,000 and $318,000, respectively, to a company owned by certain of
the Company's principal stockholders for voice mail services which the Company
uses in its business and also resells to its cellular subscribers.

The Company contracts with Unibill, Inc. ("Unibill"), a subsidiary of
Cameron, for all subscriber billing. The aggregate amounts paid to Cameron for
such services during 1999, 1998 and 1997 totaled $2,784,000, $2,923,000 and
$2,674,000, respectively.

From October 1997 through July 1998, the Company purchased PCS wholesale
minutes from Meretel pursuant to an oral agreement and resold the minutes to
the Company's customers. The aggregate amounts paid to Meretel for these
minutes during the years ended December 31, 1999, 1998 and 1997 totaled $0,
$1,222,000 and $105,000, respectively.

The Company also purchases long distance services from Cameron pursuant to
an oral agreement and resells the service to the Company's customers. The
aggregate amounts paid to Cameron for such services during the years ended
December 31, 1999, 1998 and 1997, totaled $1,494,000, $764,000 and $951,000,
respectively.

The Company has entered into management agreements with several affiliated
entities. During 1999, 1998 and 1997, the Company recorded $2,366,000,
$4,455,000 and $1,375,000, respectively, in management fee revenues pursuant to
these agreements. During 1997, the Company entered into an agreement with
Meretel whereby the Company receives a commission for each customer activated
for Meretel. Commissions received under this agreement totaled approximately
$1,900,000 in 1998 and $1,200,000 in 1997.

In October 1999, the Company entered into consulting agreements with William
L. Henning, Sr. and John A. Henning, both of whom serve on the Company's board
of directors. The Company paid $250,000 to William L. Henning, Sr. and $150,000
to John A. Henning for consulting services related to securing certain bank
financing and the senior subordinated discount notes.

F-22
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

14. Guarantor and Non-Guarantor Financial Information

As discussed in Note 7, the following condensed consolidating balance
sheets, statements of operations and cash flows set forth certain financial
information regarding the Guarantor and Non-Guarantor Subsidiaries:

Condensed Consolidating Balance Sheet

<TABLE>
<CAPTION>
Year ended December 31, 1999
---------------------------------------------------------------------
Guarantor
Subsidiaries
----------------
Unwired LA Non-
US Telecom Unwired, Guarantor Consolidated
Unwired Inc. Corp. LLC Subsidiaries Eliminations Total
------------ ------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents........... $ -- $12,851 $ 1,844 $ 2,153 $ -- $ 16,848
Subscriber receivables,
net................... -- 4,780 1,256 79 -- 6,115
Other accounts
receivable............ 641 83 810 325 (497) 1,380
Inventory.............. -- 3,832 2,189 -- -- 6,021
Prepaid expenses....... 97 195 854 28 -- 1,174
Income taxes
receivable............ 3,520 6,776 -- -- -- 10,296
Receivables from
related parties....... (4,160) 4,294 665 (65) (83) 651
Receivables from
officers.............. -- 110 -- -- -- 110
-------- ------- -------- ------- --------- --------
Total current assets... $ 98 $32,921 7,618 2,520 (562) $ 42,595
Marketable securities... 26,599 -- 114,854 -- -- 141,453
Property and equipment,
net.................... -- 20,762 85,305 9,775 -- 115,842
Deferred financing
costs, net............. 12,279 -- -- 266 -- 12,545
Cellular licenses, net.. -- -- 10,462 -- -- 10,462
Restricted cash escrow.. -- 5,402 -- -- -- 5,402
Investments in
subsidiaries........... 189,337 15,118 -- -- (204,030) 425
Note receivable from
unconsolidated
affiliate.............. -- 1,582 -- -- -- 1,582
Other assets............ 30,332 27 46 458 (28,693) 2,170
-------- ------- -------- ------- --------- --------
Total assets........... $258,645 $75,812 $218,285 $13,019 $(233,285) $332,476
======== ======= ======== ======= ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....... $ 172 $ 5,434 $ 9,012 $ 2,516 $ -- $ 17,134
Accrued expenses....... -- 1,040 1,568 639 (560) 2,687
Current maturities of
long term debt........ -- 48 140 -- -- 188
-------- ------- -------- ------- --------- --------
Total current
liabilities........... 172 6,522 10,720 3,155 (560) 20,009
Long term debt, net of
current maturities..... 214,045 29,171 1,369 11,840 (28,693) 227,732
Deferred income taxes... -- 3,641 -- -- (320) 3,321
Minority Interest....... -- -- -- -- 1,458 1,458
Mandatory redeemable
preferred stock........ 50,000 -- -- -- -- 50,000
Stockholders' equity:
Common stock........... 113 113 -- -- (113) 113
Additional paid-in
capital............... -- 1,835 -- -- 799 2,634
Accumulated other
comprehensive income.. 81 -- 709 -- (316) 474
Partners' Capital...... -- -- 251,561 7,582 (259,143) --
Retained earnings
(deficit)............. (5,766) 34,530 (46,074) (9,558) 53,603 26,735
-------- ------- -------- ------- --------- --------
Total stockholders'
equity (deficit)...... (5,572) 36,478 206,196 (1,976) (205,170) 29,956
-------- ------- -------- ------- --------- --------
Total liabilities and
stockholders' equity
(deficit)............. $258,645 $75,812 $218,285 $13,019 $(233,285) $332,476
======== ======= ======== ======= ========= ========
</TABLE>

F-23
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Condensed Consolidating Balance Sheet

<TABLE>
<CAPTION>
Year ended December 31, 1998
---------------------------------------------------------------------
Guarantor
Subsidiaries
----------------
Unwired LA Non-
US Telecom Unwired, Guarantor Consolidated
Unwired Inc. Corp. LLC Subsidiaries Eliminations Total
------------ ------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents........... $ -- $32,475 $ 1,350 $ 1,686 $ (3,036) $32,475
Subscriber receivables,
net................... -- 4,419 362 -- (362) 4,419
Other receivables...... -- 27 -- -- -- 27
Inventory.............. -- 2,541 350 -- (350) 2,541
Prepaid expenses....... -- 331 244 61 (305) 331
Income taxes
receivable............ -- 5,524 -- -- -- 5,524
Receivables from
related parties....... -- 197 872 (365) (507) 197
Receivables from
officers.............. -- 92 -- -- -- 92
---- ------- ------- ------- -------- -------
Total current assets... -- 45,606 3,178 1,382 (4,560) 45,606
Property and equipment,
net.................... -- 22,565 57,581 4,047 (61,628) 22,565
Cellular licenses, net.. -- -- 5,684 -- (5,684) --
Restricted cash escrow.. -- 5,164 -- -- -- 5,164
Investments in
subsidiaries........... 113 15,098 -- -- (113) 15,098
Other assets............ -- 1,481 805 654 (1,459) 1,481
---- ------- ------- ------- -------- -------
Total assets........... $113 $89,914 $67,248 $ 6,083 $(73,444) $89,914
==== ======= ======= ======= ======== =======
Liabilities and
stockholders' equity
Current liabilities:
Accounts payable....... $ -- $ 2,972 $12,414 $ 2,629 $(15,043) $ 2,972
Accrued expenses....... -- 1,188 712 336 (1,048) 1,188
Due to member.......... -- -- -- 75 (75) --
Due to affiliates...... -- -- -- 28 (28) --
Current maturities of
long term debt........ -- 1,341 -- -- -- 1,341
---- ------- ------- ------- -------- -------
Total current
liabilities........... -- 5,501 13,126 3,068 (16,194) 5,501
Long term debt, net of
current maturities..... -- 27,726 38,130 -- (38,130) 27,726
Deferred income taxes... -- 3,837 -- -- -- 3,837
Stockholders' equity:
Common stock........... 113 113 -- -- (113) 113
Additional paid-in
capital............... -- 1,835 -- -- -- 1,835
Members' capital....... -- -- 25,466 5,506 (30,972) --
Retained earnings
(deficit)............. -- 50,902 (9,474) (2,491) 11,965 50,902
---- ------- ------- ------- -------- -------
Total stockholders'
equity................ 113 52,850 15,992 3,015 (19,120) 52,850
---- ------- ------- ------- -------- -------
Total liabilities and
stockholders' equity.. $113 $89,914 $67,248 $ 6,083 $(73,444) $89,914
==== ======= ======= ======= ======== =======
</TABLE>

F-24
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Condensed Consolidating Statement of Operations

<TABLE>
<CAPTION>
Year ended December 31, 1999
-----------------------------------------------------------------------
Guarantor
Subsidiaries
------------------
Unwired LA Non-
US Telecom Unwired, Guarantor Consolidated
Unwired Inc. Corp. LLC Subsidiaries Eliminations Total
------------ -------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $ -- $ 46,158 $ 18,108 $ 5,307 $ 5,708 $ 63,865
Operating expenses...... (115) (40,478) (47,658) (11,781) (4,909) (95,123)
------- -------- -------- ------- -------- --------
Operating income
(loss)................. (115) 5,680 (29,550) (6,474) 799 (31,258)
Other income (expense):
Interest expense....... (5,157) (2,331) (4,297) (652) (560) (11,877)
Interest income........ 1,444 1,717 348 59 560 3,008
Other income........... -- -- 587 -- -- 587
Gain on sale of
assets................ -- 819 -- -- -- 819
------- -------- -------- ------- -------- --------
(Loss) income before
income taxes,
extraordinary items,
minority interest, and
equity in losses of
affiliates............. (3,828) 5,885 (32,912) (7,067) 799 (38,721)
Income tax (benefit)
expense................ (3,520) (7,214) -- -- (248) (10,486)
------- -------- -------- ------- -------- --------
(Loss) income before
extraordinary items,
minority interest and
equity in losses of
affiliates............. (308) 13,099 (32,912) (7,067) 1,047 (28,235)
Extraordinary item-early
extinguishment of
debt................... -- (188) (3,688) -- (884) (2,992)
Minority interest in
losses of affiliates... -- -- -- -- (11,930) 11,930
Equity in losses of
affiliates............. (5,458) (29,283) -- -- (29,871) (4,870)
------- -------- -------- ------- -------- --------
Net loss................ $(5,766) $(16,372) $(36,600) $(7,067) $(41,638) $(24,167)
======= ======== ======== ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
Year ended December 31, 1998
-----------------------------------------------------------------------
Guarantor
Subsidiaries
------------------
Unwired LA Non-
US Telecom Unwired, Guarantor Consolidated
Unwired Inc. Corp. LLC Subsidiaries Eliminations Total
------------ -------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $ -- $ 67,735 $ 1,509 $ 4,546 $ (2,079) $ 71,711
Operating expenses...... -- 63,704 9,633 6,613 (12,714) 67,236
----- -------- ------- ------- -------- --------
Operating income
(loss)................. -- 4,031 (8,124) (2,067) 10,635 4,475
Interest expense....... -- (5,455) (1,580) (702) 1,580 (6,157)
Interest income........ -- 1,754 230 44 (250) 1,778
Loss on sale of
assets................ -- (114) -- -- -- (114)
Gain on sale of certain
markets............... -- 57,364 -- -- -- 57,364
Gain on sale of PCS
customer base to
affiliate............. -- 2,285 -- -- -- 2,285
----- -------- ------- ------- -------- --------
Income (loss) before
income taxes and equity
in losses of
affiliates............. -- 59,865 (9,474) (2,725) 11,965 59,631
Income tax expense...... -- 17,726 -- -- -- 17,726
----- -------- ------- ------- -------- --------
Income (loss) before
equity in losses of
affiliates............. -- 42,139 (9,474) (2,725) 11,965 41,905
Equity in losses of
affiliates............. -- (12,984) -- -- -- (12,984)
----- -------- ------- ------- -------- --------
Net income (loss)....... $ -- $ 29,155 $(9,474) $(2,725) $ 11,965 $ 28,921
===== ======== ======= ======= ======== ========
</TABLE>

F-25
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Condensed Consolidating Statement of Operations

<TABLE>
<CAPTION>
Year ended December 31, 1997
--------------------------------------------------------------
Guarantor
Subsidiary
----------
Unwired Non-
US Telecom Guarantor
Unwired Inc. Corp. Subsidiaries Eliminations Consolidated
------------ ---------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Revenues................ $ -- $49,618 $36,632 $(11,582) $74,668
Operating expenses...... -- 42,151 34,538 (11,582) 65,107
----- ------- ------- -------- -------
Operating income ....... -- 7,467 2,094 -- 9,561
Interest expense....... -- (2,110) (6,470) -- (8,580)
Interest income........ -- 247 1,443 -- 1,690
Other expenses......... -- (1,082) -- -- (1,082)
----- ------- ------- -------- -------
Income (loss) before
income taxes, minority
interest, and equity in
losses of affiliates... -- 4,522 (2,933) -- 1,589
Income tax (benefit)
expense................ -- 730 (635) -- 95
----- ------- ------- -------- -------
Income (loss) before
minority interest and
equity in losses of
affiliates............. -- 3,792 (2,298) -- 1,494
Minority interest in
losses of subsidiary... -- -- -- 134 134
Equity in losses of
affiliates............. -- (2,894) -- (243) (3,137)
----- ------- ------- -------- -------
Net income (loss)....... $ -- $ 898 $(2,298) $ (109) $(1,509)
===== ======= ======= ======== =======
</TABLE>

F-26
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Condensed Consolidating Statement of Cash Flows

<TABLE>
<CAPTION>
Year ended December 31, 1999
----------------------------------------------------------------------
Guarantor
Subsidiaries
-----------------
Unwired LA Non-
US Telecom Unwired, Guarantor
Unwired Inc. Corp. LLC Subsidiaries Eliminations Consolidated
------------ ------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ (2,406) $16,134 $(21,222) $(4,641) $ 5,461 $ (6,674)
Cash flows from
investing activities:
Purchases of property
and equipment......... -- (4,129) (45,765) (8,292) -- (58,186)
Distributions from
unconsolidated
affiliates............ -- 421 -- -- -- 421
Investments in
unconsolidated
affiliates............ (189,224) (30,554) -- -- 218,574 (1,204)
Purchase of marketable
securities............ (26,518) -- (114,145) -- -- (140,663)
Cash contributions from
minority shareholder.. -- -- -- -- 2,500 2,500
Loan to unconsolidated
affiliate............. -- (1,582) -- -- -- (1,582)
Loan to consolidated
affiliate............. (28,693) -- -- -- 28,693 --
Purchase of licenses
and subscriber base... -- -- (1,063) (191) -- (1,254)
Cash acquired from
consolidation of
previous
unconsolidated
affiliate............. -- -- -- -- 3,035 3,035
-------- ------- -------- ------- --------- --------
Net cash provided by
(used in) investing
activities............. (244,435) (35,844) (160,973) (8,483) 252,802 (196,933)
Cash flows from
financing activities:
Capital contributions.. -- -- 224,783 1,752 (226,535) --
Proceeds from long-term
debt.................. 209,224 28,693 30,959 11,840 (28,693) 252,023
Principal payments on
long-term debt........ -- (28,542) (69,808) -- -- (98,350)
Debt issuance cost..... (12,383) (65) (3,245) -- -- (15,693)
Proceeds from issuance
of preferred stock.... 50,000 -- -- -- -- 50,000
-------- ------- -------- ------- --------- --------
Net cash provided by
(used in) financing
activities............. 246,841 86 182,689 13,592 (255,228) 187,980
-------- ------- -------- ------- --------- --------
Net increase (decrease)
in cash and cash
equivalents............ -- (19,624) 494 468 3,035 (15,627)
Cash and cash
equivalents at
beginning of year...... -- 32,475 1,350 1,685 (3,035) 32,475
-------- ------- -------- ------- --------- --------
Cash and cash
equivalents at end of
year................... $ -- $12,851 $ 1,844 $ 2,153 $ -- $ 16,848
======== ======= ======== ======= ========= ========
</TABLE>

F-27
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Condensed Consolidating Statement of Cash Flows

<TABLE>
<CAPTION>
Year ended December 31, 1998
-----------------------------------------------------------------------
Guarantor
Subsidiaries
------------------
Unwired LA Non-
US Telecom Unwired, Guarantor
Unwired Inc. Corp. LLC Subsidiaries Eliminations Consolidated
------------ -------- -------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ -- $(13,480) $ (9,866) $(2,277) $ 10,957 $ (14,666)
Cash flows from
investing activities:
Purchases of property
and equipment......... -- (20,380) (44,749) (2,074) 46,628 (20,575)
Distributions from
unconsolidated
affiliates............ -- 813 -- -- -- 813
Payments for microwave
relocation costs...... -- -- (755) -- 755 --
Investments in
unconsolidated
affiliates............ -- (15,416) -- -- -- (15,416)
Net proceeds from sale
of certain markets.... -- 154,944 -- (67) -- 154,877
Purchase of licenses... -- (6,514) -- -- -- (6,514)
----- -------- -------- ------- -------- ---------
Net cash provided by
(used in) investing
activities............. -- 113,447 (45,504) (2,141) 47,383 113,185
Cash flows from
financing activities:
Capital contributions.. -- (9,894) 23,303 14,894 (28,303) --
Proceeds from long-term
debt.................. -- 29,724 38,131 -- (38,131) 29,724
Principal payments on
long-term debt........ -- (91,156) (4,302) (9,567) 4,302 (100,723)
Other.................. -- -- (412) (345) 757 --
----- -------- -------- ------- -------- ---------
Net cash provided by
(used in) financing
activities............. -- (71,326) 56,720 4,982 (61,375) (70,999)
----- -------- -------- ------- -------- ---------
Net increase (decrease)
in cash................ -- 28,641 1,350 564 (3,035) 27,520
Cash at beginning of
year................... -- 3,834 -- 1,121 -- 4,955
----- -------- -------- ------- -------- ---------
Cash at end of year..... $ -- $ 32,475 $ 1,350 $ 1,685 $ (3,035) $ 32,475
===== ======== ======== ======= ======== =========
</TABLE>

Condensed Consolidating Statement of Cash Flows

<TABLE>
<CAPTION>
Year ended December 31, 1997
-----------------------------------------------------------------------
Guarantor
Subsidiaries
-------------------
Unwired Mercury Non-
US Telecom Cellular, Guarantor
Unwired Inc. Corp. Inc. Subsidiaries Eliminations Consolidated
------------ -------- --------- ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ -- $ 18,791 $ -- $ (6,752) $ -- $ 12,039
Cash flows from
investing activities:
Purchases of property
and equipment......... -- (179) -- (12,380) -- (12,559)
Investments in
unconsolidated
affiliates............ -- (5,040) -- -- -- (5,040)
----- -------- ----- -------- ----- --------
Net cash used in
investing activities... -- (5,219) -- (12,380) -- (17,599)
Cash flows from
financing activities:
Proceeds from long-term
debt.................. -- (11,903) -- 18,673 -- 6,770
Principal payments on
long-term debt........ -- (2,410) -- (194) -- (2,604)
Debt issuance costs.... -- 416 -- (641) -- (225)
----- -------- ----- -------- ----- --------
Net cash provided by
(used in) financing
activities............. -- (13,897) -- 17,838 -- 3,941
----- -------- ----- -------- ----- --------
Net decrease in cash.... -- (325) -- (1,294) -- (1,619)
Cash at beginning of
year................... -- 4,159 -- 2,415 -- 6,574
----- -------- ----- -------- ----- --------
Cash at end of year..... $ -- $ 3,834 $ -- $ 1,121 $ -- $ 4,955
===== ======== ===== ======== ===== ========
</TABLE>

F-28
<PAGE>

US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1999

15. Subsequent Events

Effective January 1, 2000, the Company executed an agreement with Meretel to
receive an 80% interest in each of the Beaumont and Lufkin BTA markets in
exchange for a reduction in the Company's ownership interest in Meretel from
24.33% to 13.28%. The Company contributed these net assets to a new
partnership, Texas Unwired, for which the Company received an 80% ownership
interest. The contributed net assets were recorded at their historical costs.
Additionally, this transaction will result in a similar reduction in the
Company's guarantee of Meretel's debt.

F-29
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Partners

Louisiana Unwired, LLC

We have audited the accompanying balance sheets of Louisiana Unwired, LLC as
of December 31, 1999 and 1998, and the related statements of operations,
members' equity, and cash flows for the year ended December 31, 1999 and for
the period from January 8, 1998 (inception) through December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Louisiana Unwired, LLC at
December 31, 1999 and 1998, and the results of its operations and its cash
flows for the year ended December 31, 1999 and for the period from January 8,
1998 (inception) through December 31, 1998, in conformity with accounting
principles generally accepted in the United States.

/s/ Ernst & Young LLP

Houston, Texas

February 9, 2000

F-30
<PAGE>

LOUISIANA UNWIRED, LLC

BALANCE SHEETS

(In thousands)

<TABLE>
<CAPTION>
December 31,
-----------------
1999 1998
-------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 1,844 $ 1,350
Accounts receivable, net of allowance for doubtful
accounts of $48 in 1999 and $-0- in 1998................. 1,256 362
Other receivables......................................... 810 --
Inventories............................................... 2,189 350
Prepaid expenses.......................................... 854 244
Due from members.......................................... -- 217
Due from affiliates....................................... 788 655
-------- -------
Total current assets.................................... 7,741 3,178
Marketable securities....................................... 114,854 --
Property and equipment, net................................. 85,305 57,581
Licenses, net of accumulated amortization of $1,326 in 1999
and $448 in 1998........................................... 10,462 5,684
Deferred financing costs, net of accumulated amortization of
$87 in 1998 ............................................... -- 692
Other assets................................................ 46 113
-------- -------
Total assets............................................ $218,408 $67,248
======== =======
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 9,012 $12,414
Due to members............................................ 123 --
Accrued expenses and other liabilities.................... 1,568 712
Current maturities of long-term debt...................... 140 --
-------- -------
Total current liabilities............................... 10,843 13,126
Long-term debt.............................................. 1,369 38,130
Commitments and contingencies
Members' equity:
Members' capital.......................................... 251,561 25,466
Accumulated other comprehensive income.................... 709 --
Accumulated deficit....................................... (46,074) (9,474)
-------- -------
Total members' equity................................... 206,196 15,992
-------- -------
Total liabilities and members' equity................... $218,408 $67,248
======== =======
</TABLE>

See accompanying notes.

F-31
<PAGE>

LOUISIANA UNWIRED, LLC

STATEMENTS OF OPERATIONS

(In thousands)

<TABLE>
<CAPTION>
Period from
January 8,
1998
(inception)
Year ended through
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Revenues:
Service revenues................................... $ 14,076 $ 787
Merchandise sales revenue.......................... 4,032 722
-------- -------
Total revenues................................... 18,108 1,509
Operating expenses:
Cost of service.................................... 10,252 1,912
Merchandise cost of sales.......................... 9,163 1,422
Administrative expenses............................ 14,745 3,045
Depreciation and amortization...................... 13,498 3,254
-------- -------
Total operating expenses......................... 47,658 9,633
-------- -------
Operating loss....................................... (29,550) (8,124)
Other income (expense):
Interest expense................................... (4,297) (1,580)
Interest income.................................... 348 230
Other income....................................... 587 --
-------- -------
Total other expense.............................. (3,362) (1,350)
-------- -------
Loss before extraordinary item....................... (32,912) (9,474)
Extraordinary item-early extinguishments of debt..... (3,688) --
-------- -------
Net loss............................................. $(36,600) $(9,474)
======== =======
</TABLE>

See accompanying notes.

F-32
<PAGE>

LOUISIANA UNWIRED, LLC

STATEMENTS OF MEMBERS' EQUITY

<TABLE>
<CAPTION>
Accumulated
US Unwired Cameron Other
Unwired Telecom Communications Command Comprehensive
Inc. Corp. Corporation Connect Income Total
-------- ------- -------------- ------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
Capital contributions... $ -- $12,733 $12,733 $ -- -- $ 25,466
Net loss................ -- (4,737) (4,737) -- -- (9,474)
-------- ------- ------- ------ ------ --------
Balance at December 31,
1998................... -- 7,996 7,996 -- -- 15,992
Capital contributions... 194,683 27,600 2,500 1,312 -- 226,095
Unrealized gain on
marketable securities.. 709 709
Net loss................ (5,459) (20,792) (10,334) (15) -- (36,600)
--------
Comprehensive loss...... (35,891)
-------- ------- ------- ------ ------ --------
Balance at December 31,
1999................... $189,224 $14,804 $ 162 $1,297 $ 709 $206,196
======== ======= ======= ====== ====== ========
</TABLE>

See accompanying notes.

F-33
<PAGE>

LOUISIANA UNWIRED, LLC

STATEMENTS OF CASH FLOWS

(In thousands)

<TABLE>
<CAPTION>
Period from
January 8,
1998
(inception)
Year ended through
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net loss............................................ $ (36,600) $ (9,474)
Adjustments to reconcile net loss to net cash used
in operating activities:
Extraordinary item................................ 3,688 --
Depreciation and amortization..................... 13,498 3,254
Changes in operating assets and liabilities:
Accounts receivable............................. (894) (362)
Other receivables............................... (810) --
Inventories..................................... (1,839) (350)
Prepaid expenses................................ (610) (242)
Due to/from members............................. 340 (281)
Due from affiliates............................. (133) (2,225)
Accounts payable................................ 1,231 (514)
Accrued expenses and other liabilities.......... 840 440
Other assets.................................... 67 (112)
--------- --------
Net cash used in operating activities............... (21,222) (9,866)
Cash flows from investing activities
Purchase of marketable securities................... (114,145) --
Payments for microwave relocation costs............. (1,063) (755)
Payments for the purchase of equipment.............. (45,765) (44,749)
--------- --------
Net cash used in investing activities............... (160,973) (45,504)
Cash flows from financing activities
Capital contributions from members.................. 224,783 23,303
Proceeds from long-term debt........................ 30,959 38,131
Principal payments of long-term debt................ (69,808) (4,302)
Payments for financing costs........................ (3,245) (412)
--------- --------
Net cash provided by financing activities........... 182,689 56,720
--------- --------
Net increase in cash and cash equivalents........... 494 1,350
Cash and cash equivalents at beginning of year...... 1,350 --
--------- --------
Cash and cash equivalents at end of year............ $ 1,844 $ 1,350
========= ========
Supplemental cash flow disclosures:
Cash paid for interest............................ $ 2,694 $ 1,617
========= ========
Noncash transactions:
Purchases of equipment in accounts payable........ $ 7,215 $ 12,348
========= ========
Microwave relocation costs in accounts payable.... $ 500 $ --
========= ========
Contributions of net assets by members............ $ 1,312 $ 2,163
========= ========
</TABLE>

See accompanying notes.

F-34
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS

December 31, 1999

1. Description of Business and Summary of Significant Accounting Policies

Description of Organization

Louisiana Unwired, LLC (the "Company"), is principally engaged in providing
access to and usage of its personal communications service ("PCS") networks in
Louisiana. PCS is a new generation of wireless communications, offering
customers advanced, secure, two-way digital wireless services and applications.
As of December 31, 1999, the Company has been primarily engaged in the build-
out of its networks.

In April 1998, the Company's members contributed PCS licenses in four
Louisiana markets to the Company from an affiliated company with common
ownership. Additionally, certain related assets and liabilities, including debt
used to finance the purchase of these four licenses, were also contributed.
These contributed assets and liabilities were recorded at their historical
costs. The Company commenced operations in these markets in late 1998. The
Company is currently in the process of building out PCS networks in other
markets for which its members hold licenses through the above mentioned
affiliated company. At the point these networks become operational, the
Company's members plan to contribute the applicable license to the Company
prior to commencement of operations.

Additionally, during 1998, the Company entered into an agreement with Sprint
PCS in which the Company has agreed to manage Sprint PCS's network in BTAs for
which the Company does not have a PCS license. In consideration for managing
Sprint PCS's network, Sprint PCS has agreed to pay 92% of collected revenues,
as defined, to the Company. The agreement requires that the Company build out
the PCS network in accordance with FCC requirements and deadlines. The Company
and Sprint PCS will share equally the costs for any necessary future relocation
of microwave sources that interfere with Sprint PCS's spectrum.

At December 31,1999, the Company is 77.39% owned by US Unwired Inc. ("US
Unwired"), 16.03% owned by Unwired Telecom Corp. ("Unwired Telecom"), 0.52%
owned by Command Connect ("Command Connect"), and 6.06% by Cameron
Communications Corporation ("Cameron").

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Marketable Securities

The Company accounts for marketable securities in accordance with SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities. The
Company determines the appropriate classification of all marketable securities
as held-to-maturity, available-for-sale, or trading at the time

F-35
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

of purchase and re-evaluates such classification as of each balance sheet date.
At December 31, 1999, all of the Company's investments in marketable securities
are classified as available-for-sale, and as a result, are reported at fair
value. Unrealized gains and losses are reported as a component of accumulated
other comprehensive income in stockholders' equity. The cost of investments
sold is based on the average cost method, and realized gains and losses are
included in other income (expense).

Inventory

Inventory consists of PCS telephones and related accessories and is carried
at cost. Cost is determined by the average cost method, which approximates the
first-in, first-out method.

Property and Equipment

Property and equipment is stated at cost and depreciation is provided on a
straight-line basis over the estimated useful lives of the assets as follows:

<TABLE>
<CAPTION>
Year
------
<S> <C>
Facilities and equipment............................................ 5
Office equipment and fixtures....................................... 5 to 7
Vehicles............................................................ 5
Leasehold improvements.............................................. 3 to 5
</TABLE>

Licenses

Licenses consist primarily of costs incurred in connection with the
acquisition of PCS licenses. These assets are recorded at cost and amortized
using the straight-line method over an estimated useful life of 20 years.
Amortization expense charged to operations in 1999 and 1998 was $341,000 and
$270,000, respectively.

Long-Lived Assets

The Company assesses long-lived assets for impairment under Statement of
Financial Accounting Standards ("SFAS") 121, Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS 121 requires
that long-lived assets and certain identifiable intangibles to be held or
disposed of by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company periodically evaluates the recoverability of the
carrying amounts of its licenses and property and equipment in each market, as
well as the depreciation and amortization periods, based on estimated
undiscounted future cash flows and other factors to determine whether current
events or circumstances warrant reduction of the carrying amounts or
acceleration of the related amortization period. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.

F-36
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

Deferred Financing Costs

Deferred financing costs include costs incurred in connection with the
issuance of the Company's long-term debt which are amortized over the term of
the related debt. Amortization expense charged to operations in 1999 and 1998
was $249,000 and $87,000, respectively.

Revenue Recognition

The Company earns revenue by providing access to and usage of its PCS
networks and sales of PCS merchandise. Service revenues include revenues for
charges to subscribers for both access to and usage of the Company's networks.
These revenues are recognized as they are earned by the Company. Revenues from
the sales of merchandise are recognized when the merchandise is delivered.

Advertising Cost

Advertising costs are expensed as incurred. For the year ended December 31,
1999 and for the period from January 8, 1998 (inception) through December 31,
1998, approximately $3,361,000 and $935,000 of advertising costs were incurred,
respectively.

Use of Estimates

Income Taxes

No provision for income taxes is provided as the Company's federal and state
income and/or loss is included in the income tax returns of its members.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations
of credit risk consist primarily of cash and accounts receivable. The Company
places its cash and temporary cash investments with high credit quality
financial services companies. Collectibility of receivables is impacted by
economic trends in the Company's markets.

Disclosure About Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivables,
other receivables, and accounts payable and accrued expenses approximate fair
value because of the short term nature of these items. The estimated fair value
of the Company's long-term debt at December 31, 1999 and

F-37
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

1998 was $1,566,000 and $38,130,000, compared to its carrying value of
$1,509,000 and $38,130,000. The fair value of long-term debt is valued at
future cash flows discounted using the current borrowing rate for loans of a
comparable maturity.

2. Marketable Securities

<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Commercial paper................ $ 88,892 $709 $-- $ 89,601
Fixed income mutual funds....... 25,253 -- -- 25,253
-------- ---- --- --------
$114,145 $709 $-- $114,854
======== ==== === ========
</TABLE>

For the years ended December 31, 1999 and 1998, there were no net realized
gains and losses on sales of available-for-sale marketable securities.

3. Property and Equipment

The major categories of property and equipment at December 31, 1999 and 1998
were as follows:

<TABLE>
<CAPTION>
December 31,
---------------
1999 1998
------- -------
(In thousands)
<S> <C> <C>
Facilities and equipment.................................. $86,438 $43,352
Office equipment and fixtures............................. 1,645 145
Vehicles.................................................. 140 32
Leasehold improvements.................................... 350 39
Construction in progress.................................. 12,537 16,910
------- -------
101,110 60,478
Less accumulated depreciation............................. 15,805 2,897
------- -------
$85,305 $57,581
======= =======
</TABLE>

F-38
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

The Company recorded depreciation expense of $12,908,000 and $2,897,000 for
the year ended December 31, 1999 and the period from January 8, 1998
(inception) through December 31, 1998.

4. Long-Term Debt

In May 1998, the Company executed a $48,600,000 bank credit facility. The
notes outstanding under this bank credit facility provided for quarterly
interest only payments through December 2001 with quarterly principal and
interest payments commencing March 2002 through December 2006. Interest rates
were comprised of a combination of variable rates based on either a variable
lending rate established by a commercial bank plus a margin ranging up to .375%
or London Interbank Offering Rate ("LIBOR") plus a margin ranging up to 2.375%.
At December 31, 1998, the effective interest rate for these notes was 7.55% and
the total unfunded commitment was approximately $10,470,000. Substantially all
of the assets of the Company were pledged to secure the Company's obligation
including a security interest in all property and equipment, and pledge
agreements for all membership interests in the Company. Additionally, the
members guaranteed a portion of the credit facility. The debt was subject to
certain restrictive covenants including maintaining certain financial ratios,
reaching defined subscriber growth goals, and limiting annual capital
expenditures. At December 31, 1998, the Company was not in compliance with the
restrictive covenants related to the number of subscribers and capital
expenditures. The Company obtained a waiver from the lender for such covenant
violations.

On June 23, 1999, the Company entered into senior credit facilities for $130
million with certain lenders. The senior credit facilities provided for an $80
million reducing revolving credit facility, which was to mature on September
30, 2007, and a $50 million delay draw term loan, which was to mature on
September 30, 2007. All loans made under the senior credit facilities bear
interest at variable rates tied to the prime rate, the federal funds rate or
the LIBOR. The senior credit facilities were secured by a first priority
security interest in all tangible and intangible assets of the Company and its
subsidiaries (including the owned PCS licenses, if legally permitted); a pledge
by US Unwired and Cameron of 100% of the ownership interests in the Company; a
pledge by the Company of its ownership interest in any of the Company's present
and future subsidiaries; and an assignment of all Sprint PCS agreements and any
network contract (including software rights).

A portion of the proceeds from this new credit facility were used to
extinguish the Company's May 1998 credit facility. As a result, the unamortized
debt issuance costs related to the May 1998 credit facility, totaling $614,000,
were written off as an extraordinary item.

During the fourth quarter of 1999, US Unwired contributed approximately
$194.7 million to the Company and the Company used a portion of these
contributions to extinguish the June 1999 senior credit facilities. As a
result, the unamortized debt issuance costs related to the June 1999 senior
credit facilities, totaling $3,074,000, were written off as an extraordinary
item.

F-39
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

In December 1999, Command Connect contributed various PCS licenses to the
Company. As part of this contribution, the Company assumed the related debt of
$2,252,000 with the FCC. This debt bears interest at 8.75% and provides for
quarterly principal and interest payments of approximately $68,000 through
April 30, 2007. The contributed assets and assumed liabilities have been
rewarded at their historical costs.

Maturities of long-term debt for the five years succeeding December 31, 1999
are as follows:

<TABLE>
<CAPTION>
(In thousands)
--------------
<S> <C>
2000........................................................ $140
2001........................................................ 153
2002........................................................ 167
2003........................................................ 182
2004........................................................ 198
</TABLE>

During 1998, the Company entered into an interest rate swap agreement with a
commercial bank to reduce the impact of changes in interest rates on its May
1998 bank credit facility floating rate debt. As the notional amount in the
swap agreement corresponded to the principal amount outstanding on the debt and
the variable rates in the swap and the debt use the same index, this agreement
effectively changed the Company's interest rate exposure on $16 million of
floating rate notes to a fixed 8.37%. During 1999, the Company extinguished the
bank credit facility that this interest rate swap was hedging. As a result, the
Company recorded this interest rate swap at its fair market value. In December
1999, the Company settled this obligation for $587,000 which is included in
other income in the statement of operations.

5. Commitments and Contingencies

The Company's PCS licenses are subject to a requirement that the Company
construct network facilities that offer coverage to at least one-third of the
population in each of its Basic Trading Areas ("BTAs") within five years from
the grant of the licenses and to at least two-thirds of the population within
10 years from the grant of the licenses. Should the Company fail to meet these
coverage requirements, it may be subject to forfeiture of its licenses or the
imposition of fines by the FCC. The PCS buildout in each BTA is subject to the
successful completion of the network design, site and facility acquisitions,
the purchase and installation of the network equipment, network testing, and
the satisfactory accommodation of microwave users currently using the spectrum.

On October 29, 1999, US Unwired issued $400 million of 13 3/8% Senior
Subordinated Notes due November 1, 2009 ("the Notes"). The Notes are fully and
unconditionally guaranteed by the Company.

The Company has open purchase orders totaling approximately $15,240,632
outstanding at December 31, 1999. These purchase orders are primarily
commitments to purchase fixed assets.

F-40
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

The Company is a party to various operating leases for facilities and
equipment. Rent expense for the year ended December 31, 1999 and 1998 was
$1,641,000 and $713,000, respectively. Future minimum annual lease payments due
under noncancelable operating leases with terms in excess of one year are as
follows:

<TABLE>
<CAPTION>
(In thousands)
--------------
<S> <C>
2000........................................................ $ 2,331
2001........................................................ 2,324
2002........................................................ 2,345
2003........................................................ 2,318
2004........................................................ 2,019
Thereafter.................................................. 6,720
-------
$18,057
=======
</TABLE>

A PCS licensee, such as the Company, is required to share a portion of its
spectrum with existing licensees that operate certain fixed microwave systems
within each of its BTAs. These licensees will initially have priority use of
their portion of the spectrum. To secure sufficient amount of unencumbered
spectrum to operate its PCS network efficiently, the Company has negotiated
agreements to pay for the microwave relocation of many of these existing
licensees, which costs have been capitalized. The Company also may be required
to contribute to the costs of relocation under agreements reached with other
PCS licenses if such relocation benefits the Company's license areas. Depending
on the terms of such agreements, the Company's ability to operate its PCS
network profitably could be adversely affected.

Employees of the Company participate in a 401(k) retirement plan (the
"401(k) plan") sponsored by a related party. Employees are eligible to
participate in the 401(k) plan when the employee has completed six months of
service. Under the 401(k) plan, participating employees may defer a portion of
their pretax earnings up to certain limits prescribed by the Internal Revenue
Service. The Company contributes a discretionary match equal to a percentage of
the amount deferred by the employee and a discretionary amount determined by
the Company from current or accumulated net profits. The Company's
contributions are fully vested upon the completion of 5 years of service.
Contribution expense related to the 401(k) plan was approximately $19,000 and
$1,300 for the year ended December 31, 1999 and for the period from January 8,
1998 (inception) through December 31, 1998, respectively.

6. Supplemental Cash Flow Disclosure

During 1999, Command Connect contributed various PCS licenses to the
Company. In connection with this contribution, the following assets were
received and liabilities assumed:

<TABLE>
<CAPTION>
(In thousands)
--------------
<S> <C>
Licenses.................................................... $3,556
Accrued expenses............................................ 17
Long-term debt.............................................. 2,227
------
Contribution of net assets by a member...................... $1,312
======
</TABLE>

F-41
<PAGE>

LOUISIANA UNWIRED, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1999

7. Related Party Transactions

During the year ended December 31, 1998, the Company incurred management
fees of $960,000 and $240,000 to Unwired Telecom and Cameron, respectively.
During the year ended December 31, 1999, the Company incurred management fees
of $4,772,000 to Unwired Telecom.

The Company contracts with UniBill, Inc. ("UniBill"), a subsidiary of
Cameron, for all subscriber billing and accounts receivable data processing.
UniBill charges a $2.50 fee per bill processed. Billing expenses totaled
approximately $515,000 and $22,000 in 1999 and 1998, respectively, of which
$3,000 is included in accounts payable at December 31, 1999.

F-42
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[LOGO OF US UNWIRED APPEARS HERE]

US Unwired Inc.

Offer to Exchange 13 3/8% Series B Senior
Subordinated Discount Notes due 2009
For All Existing 13 3/8% Series A Senior
Subordinated Discount Notes due 2009

-----------------------------

PROSPECTUS

-----------------------------

, 2000

- --------------------------------------------------------------------------------
Until , all dealers that effect transactions in these securities, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and when reselling their unsold allotments or
subscriptions.

Each broker-dealer that receives new notes for its own account in the exchange
offer must acknowledge that it will deliver a prospectus when reselling these
new notes. A broker-dealer that does so will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. A broker-dealer may
use this prospectus to resell new notes that it received in exchange for old
notes acquired through market-making activities or other trading activities. We
have agreed to make this prospectus available to these broker-dealers for one
year and 30 days after the effective date of the registration statement of
which this prospectus is a part.

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than what is in this
prospectus. You should not rely on any information or representations other
than what is in this prospectus as having been authorized by us. This
prospectus is not an offer to sell or a solicitation of an offer to buy any
securities other than the old and new notes. It is not an offer to sell or a
solicitation of an offer to buy securities in any jurisdiction or under any
circumstances in which an offer or solicitation is unlawful. This prospectus
speaks only as of its date. You should not imply from the delivery of this
prospectus or a related sale that our affairs have not changed since the date
of this prospectus or that the information in this prospectus is correct as of
any time after its date.
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

Section 83A(1) of the Louisiana Business Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including any action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another business,
foreign or nonprofit corporation, partnership, joint venture, or other
enterprise, against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 83A(2) provides that, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including attorneys'
fees and amounts paid in settlement not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the action to conclusion,
actually and reasonably incurred in connection with the defense or settlement
of such action, and that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of his duty
to the corporation, unless, and only to the extent that the court shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

Section 83(B) provides that to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

Any indemnification under Section 83A, unless ordered by the court, shall be
made by the corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met, and such
determination shall be made:

. By the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit, or
proceeding, or

. If such a quorum is not obtainable and the board of directors so
directs, by independent legal counsel, or

. By the shareholders.

The indemnification provided for by Section 83 shall not be deemed exclusive
of any other rights to which the person indemnified is entitled under any
bylaw, agreement, authorization of shareholders or directors, regardless of
whether directors authorizing such indemnification are

II-1
<PAGE>

beneficiaries thereof, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of his heirs and legal representative;
however, no such other indemnification measure shall permit indemnification of
any person for the results of such person's willful or intentional misconduct.

Section 24 of the Louisiana Business Corporation Law provides that the
articles of incorporation of a corporation may contain a provision eliminating
or limiting the personal liability of a director or officer to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director or officer, provided that such provision shall not eliminate or limit
the liability of a director or officer:

. For any breach of the director's or officer's duty of loyalty to the
corporation or its shareholders;

. For acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. Who knowingly or without the exercise of reasonable care and inquiry
votes in favor of a dividend paid in violation of Louisiana law, any
other unlawful distribution, payment or return of assets to be made to
the shareholders or stock purchases or redemptions in violation of
Louisiana law; or

. For any transaction from which the director or officer derived an
improper personal benefit.

Article VI of US Unwired's Articles of Incorporation contains the provisions
permitted by Section 24 of the Louisiana Business Corporation Law and permits
the Board of Directors to take further action to provide indemnification to,
and limit the liability of, to the full extent permitted by law, the directors
and officers of US Unwired by causing US Unwired to enter into contracts with
its directors and officers, adopting by-laws or resolutions, and causing US
Unwired to procure and maintain directors' and officers' liability insurance or
other similar arrangements, notwithstanding that some or all of the members of
the Board of Directors acting with respect to the foregoing may be parties to
such contracts or beneficiaries of such by-laws or resolutions or insurance or
arrangements.

Article VI permits the Board of Directors to cause US Unwired to approve for
its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.

Section 11 of US Unwired's by-laws makes mandatory the indemnification of
any of its officers and directors against any expenses, costs, attorneys' fees,
judgments, punitive or exemplary damages, fines and amounts paid in settlement
actually and reasonably incurred by him (as they are incurred) by reason of his
position as director or officer of US Unwired or any subsidiary or other
specified positions if he is successful in his defense of the matter on the
merits or otherwise or has been found to have met the applicable standard of
conduct.

The standard of conduct is met when the director or officer is found to have
acted in good faith and in a manner that he reasonably believed to be in, or
not opposed to, the best interest of US

II-2
<PAGE>

Unwired, and, in the case of a criminal action or proceeding, with no
reasonable cause to believe that his conduct was unlawful. No indemnification
is permitted in respect of any matter as to which a director or officer shall
have been finally adjudged by a court of competent jurisdiction to be liable
for willful or intentional misconduct or to have obtained an improper personal
benefit, unless, and only to the extent that the court shall determine upon
application that, in view of all the circumstances of the case, he is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.

Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director
or officer is or may become entitled under any statute, article of
incorporation, by-law, authorization of shareholders or directors, agreement or
otherwise; and that US Unwired intends by this section to indemnify and hold
harmless a director or officer to the fullest extent permitted by law.

US Unwired has issued $55 million of its convertible preferred stock to The
1818 Fund and affiliates of Trust Company of the West. The holders of this
preferred stock have designated two individuals as members of the Board of
Directors of US Unwired. These individuals are entitled to the foregoing
indemnification. In connection with the issuance of the preferred stock, US
Unwired entered into a registration rights agreement with the holders of its
preferred stock pursuant to which a seller of registrable securities may be
required to indemnify US Unwired and its officers and directors under specified
circumstances.

US Unwired maintains a directors' and officers' liability insurance policy.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
3.1+ Articles of Incorporation of US Unwired Inc. dated as of September 23,
1999.
3.2+ Articles of Amendment to Articles of Incorporation of US Unwired Inc.
dated as of October 25, 1999.
3.3+ By-laws of US Unwired Inc. adopted September 30, 1999.
3.4 Articles of Organization of Louisiana Unwired, LLC dated as of January
2, 1998.
3.5 Operating Agreement of Louisiana Unwired, LLC dated as of February 23,
1998.
3.6 Articles of Incorporation of Unwired Telecom Corp., as amended.
3.7 By-laws of Unwired Telecom Corp. dated as of January 16, 1997.
3.8 Articles of Amendment to Articles of Incorporation of US Unwired Inc.
dated as of February 15, 2000.
4.1+ Indenture dated as of October 29, 1999 among US Unwired Inc., the
Guarantors (as defined therein) and State Street Bank and Trust
Company.
4.2+ Pledge and Security Agreement dated as of October 29, 1999 by and
between Louisiana Unwired, LLC and State Street Bank and Trust
Company.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
4.3+ Intercreditor Agreement dated as of October 29, 1999 between CoBank,
ACB and State Street Bank and Trust Company.
4.4+ A/B Exchange Registration Rights Agreement dated as of October 29,
1999 by and among US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets, Inc.
5.1* Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
10.1+ Purchase Agreement dated as of October 26, 1999 among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.; Donaldson, Lufkin &
Jenrette Securities Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2+ Shareholders Agreement dated as of September 24, 1999 among US Unwired
Inc. and the shareholders of US Unwired Inc. who are signatories
thereto.
10.3+ US Unwired Inc. 1999 Equity Incentive Plan.
10.4* Sprint PCS Management Agreement dated February 8, 1999 among
Wirelessco, L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana
Unwired, LLC, including Sprint Trademark and Service Mark License
Agreement and Sprint Spectrum Trademark and Service Mark License
Agreement.
10.5* Sprint PCS Management Agreement dated June 8, 1998 among Wirelessco,
L.P., Sprint Spectrum L.P., SprintCom, Inc. and Louisiana Unwired,
LLC, including Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License Agreement.
10.6+ Securities Purchase Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund III, L.P.
10.7+ Registration Rights Agreement dated as of October 29, 1999 between US
Unwired Inc. and The 1818 Fund, L.P.
10.8+ Shareholders Agreement dated as of October 29, 1999 by and among US
Unwired Inc., The 1818 Fund III, L.P. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.9 Headquarters Building Lease between Calcasieu Marine National Bank of
Lake Charles and Mercury, Inc., as amended.
10.10+ Credit Agreement dated as of October 1, 1999 by and among US Unwired
Inc., as Borrower, and CoBank, ACB, as Administrative Agent and a
Lender, First Union Capital Markets Corp., as Syndication Agent and a
Co-Arranger, The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arranger, First Union
National Bank, as a Lender, and the other Lenders referred to therein.
10.11 Management and Construction Agreement dated as of January 1, 1999 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.12 Authorized Dealer Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC.
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
10.13 Agreement dated as of May 13, 1998 by and between US Unwired Inc. and
Louisiana Unwired, LLC for Louisiana Unwired, LLC to do business as US
Unwired Inc.
10.14 Billing Agreement dated as of May 13, 1998 by and between Unibill,
Inc. and Louisiana Unwired, LLC.
10.15 Long Distance Agreement dated as of June 10, 1998 by and between
Cameron Communications Corporation and US Unwired Inc.
10.16 Omnibus Agreement dated as of September 7, 1999 by and among US
Unwired Inc., EATELCORP, Inc., Fort Bend Telephone Company, XIT
Leasing, Inc., Wireless Management Corporation, Meretel Communications
Limited Partnership and Meretel Wireless, Inc.
10.17 Securities Purchase Agreement dated as of February 15, 2000 by and
among US Unwired Inc., TCW Leveraged Income Trust, L.P., TCW Leveraged
Income Trust II, L.P., TCW Shared Opportunity Fund II, L.P., TCW
Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III,
L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine
Trust II and Brown University Third Century Fund.
10.18 First Amendment to Shareholders Agreement dated as of February 15,
2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW
Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB,
LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezzanine
Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown
University Third Century Fund.
10.19 First Amendment to Registration Rights Agreement dated as of February
15, 2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW
Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB,
LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezanine
Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown
University Third Century Fund.
10.20* Sprint PCS Management Agreement dated as of January 7, 2000 among
Wirelessco, L.P. Sprint Spectrum L.P., SprintCom, Inc. and Texas
Unwired, including Sprint Trademark and Service Mark License Agreement
and Sprint Spectrum Trademark and Service Mark License Agreement.
10.21* Consent and Agreement dated as of June 23, 1999 between Sprint
Spectrum L.P., SprintCom, Inc., Sprint Communications Company, L.P.,
Wirelessco, L.P. and CoBank, ACB.
10.22* Consent and Agreement dated as of October 26, 1999 between Sprint
Spectrum L.P., SprintCom, Inc., Sprint Communications Company, L.P.,
Wirelessco, L.P. and CoBank, ACB.
</TABLE>

II-5
<PAGE>

<TABLE>
<C> <S>
10.23* First Amendment to Omnibus Agreement dated as of February 9, 2000 by
and among Unwired Telecom Corp., EATELCORP, Inc., Fort Bend Telephone
Company, XIT Leasing, Inc., Wireless Management Corporation, Meretel
Communications Limited Partnership and Meretel Wireless, Inc.
10.24* Distribution Agreement effective as of January 1, 2000 by and between
Unwired Telecom Corp., Fort Bend Telephone Company, XIT Leasing, Inc.
and Meretel Communications Limited Partnership.
10.25* Bill of Sale effective as of January 1, 2000 by Meretel Communications
Limited Partnership.
10.26* Loan Agreement dated as of January 1, 2000 by and between Texas Unwired
and Louisiana Unwired, LLC.
21.1+ Subsidiaries of US Unwired Inc.
23.1 Consent of Ernst & Young LLP.
23.3* Consent of Correro, Fishman, Haygood, Phelps, Walmsley & Casteix, LLP
(included in Exhibit 5.1).
99.1+ Form of Letter of Transmittal.
99.2+ Form of Notice of Guaranteed Delivery.
99.3+ Form of Letter to Beneficial Owners.
99.4+ Form of Letter to Registered Holders and Book-Entry Transfer Facility
Participants.
99.5+ Form of Instruction to Registered Holder and Book-Entry Transfer
Facility Participant from Owner.
</TABLE>
- --------

*To be filed by amendment.

+Previously filed.

(b) Financial Statement Schedules

No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by

II-6
<PAGE>

such director, officer or controlling person in connection with the securities
being registered, the registrants will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

The undersigned registrants hereby undertake to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.

II-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Lake Charles,
State of Louisiana, on February 23, 2000.

US UNWIRED INC.

/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
President and Chief Operating
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 23, 2000.

<TABLE>
<CAPTION>
Signature Title
--------- -----

<S> <C>
/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)

/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn

/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich

/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper

/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.

/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning
</TABLE>

II-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Lake Charles, State of Louisiana, on February 23, 2000.

LOUISIANA UNWIRED, LLC

/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
Manager/President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 23, 2000.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert W. Piper Manager/President (Principal Executive
______________________________________ Officer, Principal Financial Officer
Robert W. Piper and Principal Accounting Officer)

/s/ Thomas G. Henning Assistant Manager/Secretary
______________________________________
Thomas G. Henning
</TABLE>

UNWIRED TELECOM CORP. Member

/s/ Robert W. Piper
By:
-------------------------------
Robert W. Piper, President

CAMERON COMMUNICATIONS Member
CORPORATION

/s/ Thomas G. Henning
By:
-------------------------------
Thomas G. Henning, Vice
President

II-9
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant set forth below duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Lake Charles, State of Louisiana, on February 23, 2000.

UNWIRED TELECOM CORP.

/s/ Robert W. Piper
By:
----------------------------------
Robert W. Piper
President and Chief Operating
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 23, 2000.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William L. Henning, Jr. Chairman of the Board of Directors,
______________________________________ Chief Executive Officer and Director
William L. Henning, Jr. (Principal Executive Officer)

/s/ Jerry E. Vaughn Chief Financial Officer (Principal
______________________________________ Financial Officer)
Jerry E. Vaughn

/s/ Don Loverich Controller (Principal Accounting
______________________________________ Officer)
Don Loverich

/s/ Robert W. Piper President, Chief Operating Officer and
______________________________________ Director
Robert W. Piper

/s/ William L. Henning, Sr. Director
______________________________________
William L. Henning, Sr.

/s/ Thomas G. Henning Director
______________________________________
Thomas G. Henning
</TABLE>

II-10
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
3.1+ Articles of Incorporation of US Unwired Inc. dated as
of September 23, 1999.
3.2+ Articles of Amendment to Articles of Incorporation of
US Unwired Inc. dated as of October 25, 1999.
3.3+ By-laws of US Unwired Inc. adopted September 30, 1999.
3.4 Articles of Organization of Louisiana Unwired, LLC
dated as of January 2, 1998.
3.5 Operating Agreement of Louisiana Unwired, LLC dated as
of February 23, 1998.
3.6 Articles of Incorporation of Unwired Telecom Corp., as
amended.
3.7 By-laws of Unwired Telecom Corp. dated as of January
16, 1997.
3.8 Articles of Amendment to Articles of Incorporation of
US Unwired Inc. dated as of February 15, 2000.
4.1+ Indenture dated as of October 29, 1999 among US Unwired
Inc., the Guarantors (as defined therein) and State
Street Bank and Trust Company.
4.2+ Pledge and Security Agreement dated as of October 29,
1999 by and between Louisiana Unwired, LLC and State
Street Bank and Trust Company.
4.3+ Intercreditor Agreement dated as of October 29, 1999
between CoBank, ACB and State Street Bank and Trust
Company.
4.4+ A/B Exchange Registration Rights Agreement dated as of
October 29, 1999 by and among US Unwired Inc.;
Louisiana Unwired, LLC; Unwired Telecom Corp.;
Donaldson, Lufkin & Jenrette Securities Corporation;
First Union Securities, Inc. and BNY Capital Markets,
Inc.
5.1* Opinion of Correro Fishman Haygood Phelps Walmsley &
Casteix, L.L.P.
10.1+ Purchase Agreement dated as of October 26, 1999 among
US Unwired Inc.; Louisiana Unwired, LLC; Unwired
Telecom Corp.; Donaldson, Lufkin & Jenrette Securities
Corporation; First Union Securities, Inc. and BNY
Capital Markets, Inc.
10.2+ Shareholders Agreement dated as of September 24, 1999
among US Unwired Inc. and the shareholders of US
Unwired Inc. who are signatories thereto.
10.3+ US Unwired Inc. 1999 Equity Incentive Plan.
10.4* Sprint PCS Management Agreement dated February 8, 1999
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License
Agreement.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
10.5* Sprint PCS Management Agreement dated June 8, 1998
among Wirelessco, L.P., Sprint Spectrum L.P.,
SprintCom, Inc. and Louisiana Unwired, LLC, including
Sprint Trademark and Service Mark License Agreement and
Sprint Spectrum Trademark and Service Mark License
Agreement.
10.6+ Securities Purchase Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund III,
L.P.
10.7+ Registration Rights Agreement dated as of October 29,
1999 between US Unwired Inc. and The 1818 Fund, L.P.
10.8+ Shareholders Agreement dated as of October 29, 1999 by
and among US Unwired Inc., The 1818 Fund III, L.P. and
the shareholders of US Unwired Inc. who are signatories
thereto.
10.9 Headquarters Building Lease between Calcasieu Marine
National Bank of Lake Charles and Mercury, Inc., as
amended.
10.10+ Credit Agreement dated as of October 1, 1999 by and
among US Unwired Inc., as Borrower, and CoBank, ACB, as
Administrative Agent and a Lender, First Union Capital
Markets Corp., as Syndication Agent and a Co-Arranger,
The Bank of New York, as Documentation Agent and a
Lender, BNY Capital Markets, Inc., as a Co-Arranger,
First Union National Bank, as a Lender, and the other
Lenders referred to therein.
10.11 Management and Construction Agreement dated as of
January 1, 1999 by and between US Unwired Inc. and
Louisiana Unwired, LLC.
10.12 Authorized Dealer Agreement dated as of May 13, 1998 by
and between US Unwired Inc. and Louisiana Unwired, LLC.
10.13 Agreement dated as of May 13, 1998 by and between US
Unwired Inc. and Louisiana Unwired, LLC for Louisiana
Unwired, LLC to do business as US Unwired Inc.
10.14 Billing Agreement dated as of May 13, 1998 by and
between Unibill, Inc. and Louisiana Unwired, LLC.
10.15 Long Distance Agreement dated as of June 10, 1998 by
and between Cameron Communications Corporation and US
Unwired Inc.
10.16 Omnibus Agreement dated as of September 7, 1999 by and
among US Unwired Inc., EATELCORP, Inc., Fort Bend
Telephone Company, XIT Leasing, Inc., Wireless
Management Corporation, Meretel Communications Limited
Partnership and Meretel Wireless, Inc.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
10.17 Securities Purchase Agreement dated as of February 15,
2000 by and among US Unwired Inc., TCW Leveraged Income
Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW
Shared Opportunity Fund II, L.P., TCW Shared
Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund
III, L.P., TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II and Brown University
Third Century Fund.
10.18 First Amendment to Shareholders Agreement dated as of
February 15, 2000 by and among US Unwired Inc., The
1818 Fund III, L.P., TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P.,
TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine
Partners II, L.P. and Brown University Third Century
Fund.
10.19 First Amendment to Registration Rights Agreement dated
as of February 15, 2000 by and among US Unwired Inc.,
The 1818 Fund III, L.P., TCW Leveraged Income Trust,
L.P., TCW Leveraged Income Trust II, L.P., TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund
IIB, LLC, TCW Shared Opportunity Fund III, L.P.,
TCW/Crescent Mezanine Trust II, TCW/Crescent Mezzanine
Partners II, L.P. and Brown University Third Century
Fund.
10.20* Sprint PCS Management Agreement dated as of January 7,
2000 among Wirelessco, L.P. Sprint Spectrum L.P.,
SprintCom, Inc. and Texas Unwired, including Sprint
Trademark and Service Mark License Agreement and Sprint
Spectrum Trademark and Service Mark License Agreement.
10.21* Consent and Agreement dated as of June 23, 1999 between
Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P., Wirelessco, L.P. and
CoBank, ACB.
10.22* Consent and Agreement dated as of October 26, 1999
between Sprint Spectrum L.P., SprintCom, Inc., Sprint
Communications Company, L.P., Wirelessco, L.P. and
CoBank, ACB.
10.23* First Amendment to Omnibus Agreement dated as of
February 9, 2000 by and among Unwired Telecom Corp.,
EATELCORP, Inc., Fort Bend Telephone Company, XIT
Leasing, Inc., Wireless Management Corporation, Meretel
Communications Limited Partnership and Meretel
Wireless, Inc.
10.24* Distribution Agreement effective as of January 1, 2000
by and between Unwired Telecom Corp., Fort Bend
Telephone Company, XIT Leasing, Inc. and Meretel
Communications Limited Partnership.
10.25* Bill of Sale effective as of January 1, 2000 by Meretel
Communications Limited Partnership.
10.26* Loan Agreement dated as of January 1, 2000 by and
between Texas Unwired and Louisiana Unwired, LLC.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Exhibit Pages
------- ---------------------- ------------
<C> <S> <C>
21.1+ Subsidiaries of US Unwired Inc.
23.1 Consent of Ernst & Young LLP.
23.3* Consent of Correro, Fishman, Haygood, Phelps, Walmsley
& Casteix, LLP (included in Exhibit 5.1).
99.1+ Form of Letter of Transmittal.
99.2+ Form of Notice of Guaranteed Delivery.
99.3+ Form of Letter to Beneficial Owners.
99.4+ Form of Letter to Registered Holders and Book-Entry
Transfer Facility Participants.
99.5+ Form of Instruction to Registered Holder and Book-Entry
Transfer Facility Participant from Owner.
</TABLE>
- --------

*To be filed by amendment.

+Previously filed.

<PAGE>

EXHIBIT 3.4

STATE OF LOUISIANA

PARISH OF CALCASIEU

ARTICLES OF ORGANIZATION
OF
LOUISIANA UNWIRED, LLC

BEFORE ME, the undersigned Notary Public, duly commissioned and qualified
in and for the State and Parish as set forth below, personally came and
appeared Cameron Communications Corporation, through its authorized
representative, Thomas G. Henning, and US Unwired Inc., through its duly
authorized representative, Robert Piper, who declared as follows:

ARTICLE I

Name

The parties hereto form a Limited Liability Company under the laws of the
state of Louisiana the name of which shall be Louisiana Unwired, LLC.

ARTICLE II

Purpose

The purpose of the Company is to acquire and hold Federal Communications
Commission ("FCC") licenses for personal communication services and other FCC
licenses and contract with the Members to build out any networks necessary to
engage in the personal communications service business and to operate said
system, to engage in any other telecommunications business and to engage in any
lawful activity for which limited liability companies may be formed under
Chapter 22 of Title 12 of the Revised Statutes of the State of Louisiana, known
as the Limited Liability Company Law of Louisiana.

ARTICLE III

Management

The business of the company shall be conducted under the management of its
voting members acting as the Board of Members each voting according to their
percentage of equity ownership. Persons or entities dealing with the LLC may
rely upon a certificate of the following certifying officials, William L.
Henning, Jr., John A. Henning, Thomas G. Henning or Robert Piper to establish
the membership of any member, the authenticity of any records of the LLC or the
authority of any person to act on behalf of the Company as an agent or manager.
<PAGE>

THUS DONE AND SIGNED by Cameron Communications Corporation and US Unwired Inc.
at Lake Charles, Calcasieu Parish, Louisiana, on this 8th day of January, 1998
in the presence of the undersigned competent witnesses and me, Notary Public
after due reading of the whole.

WITNESSES: CAMERON COMMUNICATIONS
CORPORATION

/s/ Sheila King /s/ THOMAS G. HENNING
- ------------------------ ---------------------------
Sheila King BY: THOMAS G. HENNING
TITLE: VICE PRESIDENT
/s/ Amy Durkin
- ------------------------
Amy Durkin US UNWIRED INC.

/s/ ROBERT PIPER
---------------------------
BY: ROBERT PIPER
TITLE: PRESIDENT

/s/ Marty J. Meche
---------------------
NOTARY PUBLIC

<PAGE>

EXHIBIT 3.5

OPERATING AGREEMENT

LOUISIANA UNWIRED, LLC
<PAGE>

OPERATING AGREEMENT
OF
LOUISIANA UNWIRED, LLC
ARTICLE I NAME

ARTICLE II COMMENCEMENT

ARTICLE III PURPOSE

ARTICLE IV. OFFICES
1.1 Principal Office
1.2 Registered Office

ARTICLE V. MEETINGS
5.1 Annual Meeting
5.2 Regular Meetings
5.3 Special Meetings
5.4 Notice of Meeting
5.5 Quorum
5.6 Proxies
5.7 Voting by Certain Members
5.8 Formal action by Members.
5.9 Procedure
5.10 Presumption of Assent
5.11 Informal Action of Members
5.12 Order of Business
5.13 Telephonic Meeting

ARTICLE VI FISCAL MATTERS
6.1 Fiscal Year
6.2 Deposits
6.3 Checks, Drafts, Etc.
6.4 Loans
6.5 Contracts
6.6 Accountant
6.7 Legal Counsel

ARTICLE VII MANAGEMENT AND BOARD OF MEMBERS
7.1 Management
7.2 Appointment of Managers/Officers
7.3 Manager/President
7.4 Assistant Manager/Secretary
7.5 Election and Tenure
7.6 Resignations and Removal
7.7 Vacancies

2
<PAGE>

7.8 Salaries

ARTICLE VIII. MEMBERSHIP CERTIFICATES AND THEIR TRANSFER

ARTICLE IX TRANSFER OF MEMBER'S INTEREST
9.1 Right of First Refusal
9.2 Securities Restrictions
9.3 Assignment of Membership Interest
9.4 Powers of Estate of a Bankrupt Member
9.5 Admission into Membership
9.6 Financial Apportionment upon Transfer

ARTICLE X WITHDRAWAL OR EXPULSION OF MEMBERS

ARTICLE XI DISSOLUTION

ARTICLE XII BOOKS AND RECORDS
12.1 Books and Records
12.2 Right of Inspection
12.3 Financial Records

ARTICLE XIII CAPITAL CONTRIBUTIONS

ARTICLE XIV PROFITS, GAINS AND LOSSES

ARTICLE XV INVESTMENT REPRESENTATIONS
15.1 Investment Purpose
15.2 Representations and Warranties

ARTICLE XVI LIABILITY AND INDEMNIFICATION
16.1 No Personal Liability
16.2 Indemnification by Company
16.3 Indemnification Funding

ARTICLE XVII MISCELLANEOUS
17.1 Notice
17.2 Waiver of Notice
17.3 Arbitration
17.4 Agent for Tax Matters
17.5 Duality of Interest Transactions
17.6 Anticipated Transactions
17.7 Gender and Number
17.8 Articles and other Headings
17.9 Reimbursement of Managers/Officers and Members
17.10 Severability
17.11 Counterparts

3
<PAGE>

17.12 Entire Agreement

ARTICLE XVIII AMENDMENTS

RATIFICATION and EXECUTION

4
<PAGE>

OPERATING AGREEMENT
OF
LOUISIANA UNWIRED, LLC

This Operating Agreement ("Operating Agreement") is entered into as of this
23rd day of February, 1998, by, between and among Cameron Communications
Corporation, a Louisiana Corporation, represented herein by its President, John
A. Henning, duly authorized and US Unwired Inc., a Louisiana Corporation,
represented herein by its President, Robert Piper, duly authorized as
"Members."

WHEREAS, simultaneously herewith, the Members formed a limited liability
company by executing its Articles of Organization for filing with the Secretary
of State pursuant to the Louisiana Limited Liability Company Law (Act No. 780 of
1992), R.S. 12:1301 et seq., as amended.

WHEREAS, the Members desire to adopt this Operating Agreement; and

WHEREAS, each Member represents that it has sufficient right and authority,
without breaching any provision of law or contract to execute this Operating
Agreement and is not acting on behalf of any undisclosed or partially disclosed
principal by such actions;

NOW, THEREFORE in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Members hereby agree as
follows:

ARTICLE I

NAME

The name of the limited liability company ("Company") shall be "Louisiana
Unwired, LLC" as of the effective date of this Operating Agreement. The business
of the Company shall be conducted under that name and the Members shall file the
Articles of Organization in the public records of any parish or county where the
Company owns immovable property and shall register to do business in

5
<PAGE>

every state where the Company's minimum contacts so require.

ARTICLE II

COMMENCEMENT

The Company shall commence as of the time of execution of the Articles of
Organization. The Company shall continue until dissolved as hereafter provided
in Article XI.

ARTICLE III

PURPOSE

As stated in the Articles of Organization, the purpose of the Company is to
acquire, hold and operate Federal Communications Commission ("FCC") licenses for
personal communication services; contract with the Members to build out and
operate a Narrowband and Broadband Personal Communications Service ("PCS")
system; and to engage in any lawful activity for which limited liability
companies may be formed under the Limited Liability Company Law of Louisiana.

ARTICLE IV

OFFICES

4.1 Principal Office. The principal office of the Company in the State of
Louisiana is One Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629. The
Company may have other offices, either within or without the state of Louisiana,
as the Members may designate or as the business of the Company may from time to
time require.

4.2 Registered Office. The registered office of the Company is One
Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629, and the initial
registered agent at that address is Thomas G. Henning. The registered office and
the registered agent may be changed from time to time by action of the Members
and by filing the prescribed form with the Louisiana Secretary of State.

6
<PAGE>

ARTICLE V

MEETINGS

5.1 Annual Meeting. The annual meeting of the Members shall be held at the
principal place of business of the Company on the 3rd Monday of January of each
year, commencing in the year 1998 for the purpose of appointing
managers/officers of the Company and to conduct any other business properly
before the Members. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. Special
meetings of the Members, for any purpose or purposes described in the meeting
notice, may be called by any Member. Unless waived, as herein provided and
allowed, written or telephonic notice stating the place, day, and hour of the
meeting, and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered to each Member not less than three or
more than sixty days before the date of the meeting. Members may participate in
meetings by telephone. Any action which may be taken at a meeting of Members may
be taken without a meeting by written action signed by all Members.

5.2 Regular Meetings. The Members may prescribe the time and place for the
holding of regular monthly meetings and may provide notice of such regular
meetings by adoption of a resolution at the annual meeting.

5.3 Special Meetings. Special meetings of the Members, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
Manager/President or by any two Members.

5.4 Notice of Meeting. Written or telephonic notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purposes for
which the meeting is called, must be delivered not less than three (3) days
before the date of the meeting, either personally or by mail, to each Member of
record entitled to vote at the meeting. If mailed, the notice will be deemed to
be

7
<PAGE>

delivered when deposited in the United States mail, addressed to the Member at
his address as it appears on the books of the Company, with postage prepaid.
When all the Members of the Company are present at any meeting, or if those not
present sign in writing a waiver of notice of the meeting, or subsequently
ratify all the proceedings of the meeting, the transactions of the meeting are
as valid as if a meeting were formally called and notice had been given.

5.5 Quorum. At any meeting of the Members, a majority of the equity
interests, as determined from the capital contribution of each Member as
reflected by the books of the Company, represented in person or by proxy, will
constitute a quorum at a meeting of Members. If less than a majority of the
equity interests are represented at a meeting, a majority of the interests so
represented may adjourn the meeting from time to time without further notice. At
an adjourned meeting at which a quorum is present or represented, any business
may be transacted which might have been transacted at the meeting as originally
notified. The Members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Members to leave less than a quorum.

5.6 Proxies. At all meetings of Members, a Member may vote by proxy
executed in writing by the Member or by his duly authorized attorney-in-fact.
The proxy must be filed with the Assistant Manager/Secretary of the Company
before or at the time of the meeting. No proxy may be valid after three months
from date of execution, unless otherwise provided in the proxy.

5.7 Voting by Certain Members. The equity interest of a member that is a
corporation, partnership or company may be voted by the officer, partner, agent
or proxy as the Bylaws of the entity may prescribe or, in the absence of such
provision, as the Board of Directors of the entity may determine. Voting rights
of a member held by a trustee, personal representative, administrator, executor,
guardian or conservator may be voted by him, either in person or by proxy,
without a transfer

8
<PAGE>

of those rights into his name.

5.8 Formal action by Members. The act of a majority in equity interest of
the Members present at a meeting at which a quorum is present will be the act of
the Members. The percentage of equity interest of each Member shall be equal to
the percentage set forth in Section 13.2 below.

5.9 Presumption of Assent. A Member of the Company who is present at a
meeting of the Members at which action on any matter is taken will be presumed
to have assented to the action taken, unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the action with
the person acting as the secretary of the meeting before the adjournment of the
meeting or forwards his/her dissent by certified mail to the secretary of the
meeting immediately after the adjournment of the meeting. The right to dissent
will not apply to a Member who voted in favor of the action.

5.10 Informal Action of Members. Unless otherwise provided by law, any
action required to be taken at a meeting of the Members, or any other action
which may be taken at a meeting of the Members, may be taken without a meeting
if a consent in writing, setting forth the action so taken, is signed by a
majority in equity interest of the members entitled to vote on such action.

5.11 Telephonic Meeting. Members of the Company may participate in any
meeting of the Members by means of conference telephone or similar communication
if all persons participating in the meeting can hear one another for the entire
discussion of the matter(s) to be voted on. Participating in a meeting pursuant
to this Section will constitute presence in person at the meeting.

ARTICLE VI

FISCAL MATTERS

6.1 Fiscal Year. The fiscal year of the Company will begin on the first
day of January and end on the last day of December each year, unless otherwise
determined by resolution of the Board of Members.

9
<PAGE>

6.2 Deposits. All funds of the Company will be deposited from time to
time to the credit of the Company in the banks, trust companies or other
depositories as the Board of Members or a manager/officer may select.

6.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment
of money, and all notes or other evidences of indebtedness issued in the name of
the Company will be signed by a manager/officer of the Company.

6.4 Loans. No loans may be contracted on behalf of the Company or no
evidences of indebtedness may be issued in its name unless authorized by a
resolution of the Board of Members. The authority may be general or confined to
specific instances.

6.5 Contracts. The Members or manager(s)/officer(s) may authorize any
Member, manager/officer or agent of the Company to enter into any contract or
execute any instrument in the name of and on behalf of the Company, and such
authority may be general or confined to specific instances.

6.6 Accountant. An Accountant may be selected from time to time by the
Members or a manager/officer to perform such tax and accounting services as may
be required from time to time. The accountant may be removed by the Members or a
manager/officer without assigning any cause.

6.7 Legal Counsel. One or more Attorney(s) at Law may be selected from
time to time by the Members or a manager/officer to review the legal affairs of
the Company and to perform other services as may be required and to report to
the Members or a manager/officer with respect to those services. The Legal
Counsel may be removed by the Members or a manager/officer without assigning any
cause.

10
<PAGE>

ARTICLE VII

MANAGEMENT AND BOARD OF MEMBERS

7.1 Management. All of the Members shall constitute the Board of Members.
Control and management of the business of the Company shall be vested in a
Manager/President and Assistant Manager/Secretary appointed by vote of a
majority in equity interest of the Board of Members. The manager/officers shall
be authorized to carry out any act on behalf of the Company, including, without
limitation, the execution of documents on behalf of and binding upon the
Company.

7.2 Appointment of Managers/Officers. Each year the Board of Members shall
appoint a person or entity to be a Manager/President and Assistant
Manager/Secretary at the annual meeting of Members referred to in Section 5.1
above.

7.3 Manager/President. The Manager/President will be the principal
executive manager of the Company and, subject to the control of the Board of
Members, will, in general, supervise and control all of the business and affairs
of the Company. He will, when present, preside at all meetings of the Board of
Members. He may sign, with the Assistant Manager/Secretary or any other
certifying official as set forth in the Articles of Organization or any
amendment thereto, or any other representative of the Company authorized by the
Board of Members, certificates for shares of the Company, any deeds, mortgages,
bonds, contracts or other instruments except those which are required by law, by
this Operating Agreement or by the Board of Members to be otherwise signed or
executed; and, in general, will perform all duties as may be prescribed by the
Board of Members from time to time.

7.4 Assistant Manager/Secretary. The Assistant Manager/Secretary will: (1)
prepare and keep the minutes of the Board of Members meetings in one or more
books provided for that purpose; (2) see that all notices are duly given in
accordance with the provisions of the Operating Agreement or as required by law;
(3) be custodian of the Company records and of the seal of the Company and see
to it

11
<PAGE>

that the Company seal is affixed to all documents the execution of which on
behalf of the Company under its seal is duly authorized; (4) keep a register of
the address of each member; (5) sign with the Manager/President certificates for
the shares of the Company, the issuance of which has been authorized by
resolution of the Board of Members; (6) have general charge of the share
transfer books of the Company; (7) authenticate records of the Company; and, in
general, (8) perform all duties incident to the office of Assistant
Manager/Secretary and other duties as from time to time may be assigned by the
Manager/President or by the Board of Members.

7.5 Election and Tenure. The managers/officers of the Company will be
elected annually by the Members at the annual meeting. Each manager/officer will
hold office from the date of his election until the next annual meeting and
until his successor has been elected, unless he sooner resigns or is removed.

7.6 Resignations and Removal. Any manager/officer may resign at any time by
giving written notice to the Board of Members and, unless otherwise specified
therein, the acceptance of the resignation will not be necessary to make it
effective. Any manager/officer may be removed at any time by the Board of
Members with or without cause.

7.7 Vacancies. A vacancy in any office may be filled for the unexpired
portion of the term by the Members.

7.8 Salaries. The salaries of the managers/officers will be fixed from time
to time by the Board of Members and no manager/officer may be prevented from
receiving such salary by reason of the fact that he is also a Member of the
Company.

ARTICLE VIII

MEMBERSHIP CERTIFICATES

Membership Certificates representing equity interest in the Company will be
in the form

12
<PAGE>

determined by the Members. Membership Certificates must be signed by the
Assistant Manager/Secretary and Manager/President of the Company. All Membership
Certificates must be consecutively numbered or otherwise identified. The name
and address of the person to whom the Membership Certificates are issued, and
the date of issue, must be entered in the Certificate Register of the Company.
In case of a lost, destroyed or mutilated Membership Certificate, a new one may
be issued on the terms and indemnity to the Company as the Members may
prescribe.

ARTICLE IX
TRANSFER OF MEMBER'S INTEREST

9.1 Right of First Refusal.

(1) Prior to any sale, exchange or other transfer of all or any portion of
an interest in the LCC, the transferring Member shall first offer in writing to
each of the other Members ("Offeree Members") such interest in the proportion
that such Offeree Member's then interest in the Company bears to the then
interest in the Company of all Offeree Members under Section 6.2 (each Member's
share of the offered interest being referred to herein as his "proportionate
share"), at a price which bears the same ratio to the offered price as his
proportionate share bears to all proportionate shares, and on the offered terms.
Said Offeree Members shall have a period of twenty (20) days after receipt of
said written offer to accept said offer to the extent of each Offeree Member's
proportionate share, or to reject said offer. In the event any Offeree Member
fails to accept the transferring Member's offer within said twenty (20) day
period, the portion of the offered interest then remaining shall, within ten
(10) days thereafter, be divided among and sold to the Offeree Members who
accepted said offer in proportion that each such Offeree Member's then share of
the Membership interest bears to all such Offeree Members' then interest in the
Company under Section 6.2, at a price which bears the same ratio to the offered
price as the interest sold to such Offeree Member bears to the offered interest.

13
<PAGE>

(2) In the event the Offeree Members do not purchase the offered interest
after said thirty (30) day period of time, the transferring Member may then
transfer the offered interest (but no more and no less than the offered
interest) at a price no more favorable to the purchaser than the offered price
and on terms no more favorable to the purchaser than the offered terms, for a
period of sixty (60) days following the expiration of the last applicable period
of time during which any Offeree Member may have purchased said interest. Under
no circumstances can the offered interest be sold, exchanged, or otherwise
transferred after expiration of said sixty (60) day period unless and until it
has first been referred to the Offeree Members in the complete manner
hereinabove provided.

9.2 Securities Restrictions. After complying with the provisions of Section
9.1(2), no Member may sell, donate, convey, or otherwise transfer his interest
in the Company without first obtaining: the issuance of a favorable opinion of
counsel for the Company and/or submission to the Company of such other evidence
as may be satisfactory to counsel for the Company to the effect that (a) the
transfer will not be in violation of the Securities Act of 1933 (or any rule or
regulation promulgated thereunder) and applicable state securities laws and (b)
the transfer will not cause a termination of the Company for Federal income tax
purposes under Section 708 of the Internal Revenue Code or any successor
provision of any subsequent Federal revenue code. Any transfer made in violation
of this Section 9.2 shall not be recognized and no such transferee shall be
deemed to have any interest in the Company.

9.3 Assignment of Membership Interest. An assignment of a Membership
interest shall not entitle the assignee to become or to exercise any rights or
powers of a Member unless and until such time as he is admitted in accordance
with Section 9.5. An assignment shall entitle the assignee only to receive such
distributions to which the assignor was entitled to the extent assigned. The
pledge of

14
<PAGE>

or granting of a security interest, lien, or other encumbrance in or against any
or all of the membership interest of a Member shall not cause a Member to cease
to be a Member nor shall it cause any such secured creditor to have the power to
exercise any rights or powers of a Member:

9.4 Powers of Estate of a Bankrupt Member. If a Member files for bankruptcy
or for any other reason a trustee is appointed to manage the business affairs of
the Member, the Member's membership ceases and the Member's trustee,
administrator, conservator or other legal representative shall be treated as an
assignee.

9.5 Admission Into Membership. In the event of a sale, assignment,
donation, or other transfer of a Company interest to a party who is not a
Member, said transferee shall not be recognized as a substituted Member and
shall not participate in the management of the Company unless and until he is
approved by a majority in interest of the remaining Members and an amendment to
this Operating Agreement is executed by the new Member and by all remaining
Members and any other appropriate documents are executed and recorded in the
proper records of the State of Louisiana and other appropriate states. Any and
all changes in Members must be formalized by filing notice of the same with the
Secretary of State by amendment of the Articles of Organization. If any Member
sells or exchanges his interest in the Company, in violation of the provisions
of this Section, and the effect of such sale or exchange is to cause a
termination of the Company under Section 708 of the Internal Revenue Code, said
selling or exchanging Member shall be liable in damages to the other Members for
their losses sustained thereby.

9.6 Financial Apportionment Upon Transfer. If a Membership interest is
transferred or an additional Member is admitted into the Company at any time
other than on the first day of a fiscal year of the Company, the Company's books
shall not be closed to determine the shares of profits,

15
<PAGE>

gains, depreciation deductions, losses and net cash flow of the transferor and
the transferee or the original Members and all of the Members, but the profits,
gains, depreciation deductions, losses and net cash flow shall be prorated on a
daily basis between the portion of the Company's fiscal year preceding the date
of transfer or admission and the portion of the Company's fiscal year following
the date of transfer or admission, unless a majority in interest of the original
Members elect to close the Company's books as of the close of business on the
day immediately preceding the date of transfer or admission to determine the
transferor's or new Member's share of pre-transfer or pre-admission and the
transferee's or new Member's share of post-transfer or post-admission profits,
gains, depreciation deductions, losses and net cash flow.

ARTICLE X

WITHDRAWAL OR EXPULSION OF MEMBERS

If a Member is expelled, or voluntarily withdraws from the Company, the
former Member shall be entitled to a distribution equal to eighty percent of the
total capital contribution.

ARTICLE XI

DISSOLUTION

The Company shall be dissolved upon the occurrence of any of the following
events:

(a) By consent of a majority in interest of the Members; or

(b) Upon the withdrawal, expulsion, bankruptcy, or the occurrence of any
other event that terminates the continued membership of a Member in the
Company, unless within ninety (90) days after such event, a majority in
interest of the remaining members elect to continue the Company, or, if
membership is reduced to one, one or more additional Members are
admitted into the Company.

16
<PAGE>

ARTICLE XII

BOOKS AND RECORDS

12.1 Books and Records. The books and records of the company must be kept
at the principal office of the company or at other places, within or without the
state of Louisiana, as the Members from time to time determine.

12.2 Right of Inspection. Any Member of record will have the right to
examine and make copies, at any reasonable time or times for all purposes,
minutes and records of the Company. On the written request of any Member, the
Company must mail to such Member its most recent financial statements, showing
in reasonable detail its assets and liabilities and the results of its
operations.

12.3 Financial Records. All financial records will be maintained and
reported based on generally acceptable accounting practices.

ARTICLE XIII

CAPITAL CONTRIBUTIONS

13.1 Initial Contribution. The initial contribution of each member to the
capital of the Company shall be $_______.

The Members shall properly execute the appropriate transfer documents to
convey their interest in the property to the Company immediately following its
formation.

13.2 Fair Market Value. The Members hereby acknowledge that their equity
ownership interest in the Company based on their capital contributions is as
follows:

MEMBERS PERCENTAGE
------- ----------
Cameron Communications Corporation 50%
US Unwired Inc. 50
Total: 100

17
<PAGE>

13.3 Additional Contributions. No Member shall be required to make any
additional contributions to the capital of the Company other than that amount,
initially agreed to by the Members and no Member shall have the right to
withdraw any portion of his capital contribution except as otherwise provided
herein. If any additional capital contribution is made by any Member, this
Operating Agreement shall be amended to reflect said contribution. Each Member's
capital account balance shall be increased by any additional contribution made
by him to the Company. No Member shall be paid interest on any capital
contributed by him to the Company.

13.4 Capital Accounts. Each Member's initial capital account balance shall
be the fair market value of the capital contribution set forth above.

ARTICLE XIV

PROFITS. GAINS AND LOSSES

14.1 PROFITS. Gains and Losses.

(a) As used herein, "Profits," "Gains" and "Losses" mean ordinary taxable
income; capital or (S) 1231 gains; and ordinary, (S) 1231 and capital losses,
respectively, as determined for federal income tax purposes increased by tax-
exempt income and decreased by nondeductible expenses (including nondeductible
and nonamortizable syndication costs described in (S)709 of the Internal Revenue
Code), but computed by calculating depreciation expense ("Depreciation") for
book purposes on the basis of its gross book value on the Company books using
the depreciation method and useful life used by the Members for federal income
tax purposes.

(b)(1) The Company's depreciation deductions as calculated for federal
income tax purposes shall be allocated among the Members in proportion to the
allocation among them of depreciation expenses as calculated pursuant to Section
6.1 (a) for book purposes; provided, however, that depreciation deductions
allowed for federal income tax purposes (i) with respect to any asset

18
<PAGE>

contributed by a Member to the Company, or (ii) with respect to any asset having
a different gross book value than its gross basis for federal income tax
purposes, shall be allocated among the Member in accordance with the principles
of Section 704(c) of the Internal Revenue Code and the regulations thereunder
(without affecting book capital accounts) so as to take into account the
difference between adjusted basis and book value (net of accumulated
depreciation) in the manner provided therein.

(2) Gains and losses on the sale or other disposition of Company assets (as
calculated for federal income tax purposes) shall be allocated among the Member
so as to take into account all differences between the adjusted basis of assets
sold or disposed of and their book values (net of accumulated depreciation) but
without crediting or debiting capital accounts for said differences, all in
accordance with the principles of Section 704(c) of the Internal Revenue Code
and the regulations thereunder.

14.2 Allocations. Except as otherwise provided in Section 14.1, Company
profits, gains and losses as defined above shall be divided and shared among the
Members in the following percentages:

MEMBERS PERCENTAGE
------- ----------
Cameron Communications Corporation 50%
US Unwired Inc. 50%
Total: 100%

In the event that any Member's capital account is reduced below zero, such
Member shall be required to restore the deficit balance before ceasing to be a
Member of the COMPANY.

14.3 vital Accounts. Each Member's share of COMPANY profits and gains
allocated pursuant to Section 14.2 shall be credited to his capital account.
Each Member's share of losses allocated pursuant Section 14.2 shall be charged
against his capital account.

19
<PAGE>

ARTICLE XV

INVESTMENT REPRESENTATIONS

15.1 Investment Purpose. Each Member hereby represents and warrants to the
other Members and to the Company that his acquisition of an interest in the
Company is made as principal for its own account for investment purposes only
and not with a view to the resale or distribution of such interest.

15.2 Representations and Warranties. Each Member represents and warrants
that:

(a) It has been represented in the formation of the Company by counsel or
has received the consultation of other professionals sufficiently familiar with
matters of federal and state income taxation to be able to advise as to the
possible tax risks of an investment in the Company;

(b) It has such knowledge and experience in financial matters that it is
capable of evaluating the merits and risks of an investment in the Company;

(1) It must bear the economic risk of investment in the Company for an
indefinite period of time, since interests in the Company have not been
registered under the Securities Act of 1933, and, therefore, cannot be sold
unless either they are subsequently registered under said Act or an exemption
form such registration is available and a favorable opinion of counsel for the
Company to that effect is obtained;

(2) It will have no right to require registration of the interest in
the Company under the Securities Act of 1933 and will not be entitled to the
benefits of Rule 144 under said Act;

(3) There will be no established market for interests in the Company
and it is extremely unlikely that any public market for said interest will
develop; and

(4) Its right to transfer its interest will be restricted, as
provided herein.

20
<PAGE>

(d) It has been furnished all materials relating to the Company and its
proposed activities which it has requested and has been afforded the opportunity
to obtain any additional information necessary to verify the accuracy of any
representations or information furnished to him;

(e) It has adequate means of providing for his current needs and personal
contingencies and has no need for liquidity in his investments.

ARTICLE XVI

LIABILITY AND INDEMNIFICATION

16.1 No Member or manager/officer shall be personally liable for monetary
damage for breach of any duty set forth in L.S.A.-R.S. 12:1314.

16.2 Indemnification By Company. As authorized by L.S.A.-R.S. 12:1315
A.(2), the Company shall indemnify any person who was or is a party defendant or
is threatened to be made a party defendant to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the Company) by
reason of the fact that he is or was a Member, manager/officer, employee or
agent of the Company, or is or was serving at the request of the Company,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if the Members determine that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company, and with respect to any criminal action or proceeding,
has no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
on a plea of nolo contendere or its equivalent, will not in itself create a
presumption that the person did or did not act in good faith and in a manner
which he reasonably believed to be in the best interest of the Company, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that

21
<PAGE>

his conduct was unlawful.

16.3 Indemnification Funding. The Company will fiend the indemnification
obligations provided by Section 16.2 in the manner and to the extent the Members
may from time to time deem proper.

ARTICLE XVII

MISCELLANEOUS

17.1 Notice. Any notice required or permitted to be given pursuant to the
provisions of any law, the Articles of Organization of the Company or this
Operating Agreement will be effective as of the date personally delivered, or if
sent by mail, on the date deposited with United States Postal Service, prepaid
and addressed to the intended receiver at his last known address as shown in the
records of the Company.

17.2 Waiver of Notice. Whenever any notice is required to be given pursuant
to the provisions of any law, the Articles of Organization of the Company or
this Operating Agreement, a waiver of the notice, in writing, signed by the
persons entitled to the notice, whether before or after the time stated therein,
will be deemed equivalent to the giving of the notice.

17.3 Arbitration. In case of a dispute arising between the Members
concerning the operation, management or buy-out of the interest of the Company,
the Members shall submit the same to arbitration. The Members shall each be
entitled to appoint one nominee who will then collectively meet and by majority
agreement shall appoint one arbitrator who shall be a licensed attorney at law.

The arbitrator, when duly appointed, shall have access to all books and
records of the Company and shall have the right to examine all of its accounts,
notes, securities, books, inventories, assets and equipment and to hear evidence
of the Members and other witnesses and to make any accounting necessary and to
do all things fully and completely to enable him to make a fair and full

22
<PAGE>

settlement of all matters in arbitration. When the arbitrator has passed upon
matters in dispute between the Members, he shall notify each Member in writing
of his decision and his decision shall be final and binding upon the parties
subject to the rights pursuant to the Louisiana Arbitration Law as set forth in
LSA-R.S. 9:4201-4217, as amended.

17.4 Agent for Tax Matters. The Members will appoint an agent who will be
responsible for the handling of all required tax documents and who will respond
to all inquiries from tax authorities.

17.5 Duality of Interest Transactions. Members of this Company have a duty
of undivided loyalty to this Company in all matters affecting this Company's
interests.

17.6 Anticipated Transactions. Notwithstanding the provision of Section
17.5, it is anticipated that the Members and managers/officers will have other
legal and financial relationships. Representatives of this Company, along with
representatives of other entities, from time to time may participate in the
joint development of contracts and transactions designed to be fair and
reasonable to each participant and to afford an aggregate benefit to all
participants. Therefore, it is anticipated that this Company will desire to
participate in these contracts and transactions and, after ordinary review for
reasonableness, that the participation of the Company in these contracts and
transactions may be authorized by the Members.

17.7 Gender and Number. Whenever the context requires, the gender of all
words used in this Agreement will include the masculine, feminine and neuter,
and the number of all words will include the singular and plural.

17.8 Articles and other Headings. The Articles and other headings
contained in this Operating Agreement are for reference purposes only and will
not affect the meaning or interpretation.

17.9 Reimbursement of Managers/Officers and Members. Managers/officers and
Members will receive reimbursement for expenses reasonably incurred in the
performance of their duties.

23
<PAGE>

17.10 Severability. Should a court of competent jurisdiction determine that
any provision contained herein is not enforceable under the laws of the State of
Louisiana or the United States, such a determination shall not affect the
enforceability and validity of any other provision contained herein.

17.11 Counterparts. This Agreement may be executed in several counterparts
and as so executed shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the original or the
same counterpart.

17.12 Entire Agreement. This Agreement contains the entire understanding
between the Members and supersedes any prior understanding and/or written or
oral agreements between them respecting the subject matter hereof.

ARTICLE XVIII

AMENDMENTS

This Operating Agreement may be altered, amended, restated, or repealed and
a new Operating Agreement may be adopted by consent of a majority in equity
interest of all of the Members, after notice and opportunity for discussion of
the proposed alteration, amendment, restatement, or repeal.

CERTIFICATION

THE UNDERSIGNED, being all of the Members of LOUISIANA UNWIRED, LLC, A
Louisiana Limited Liability Company, evidence their adoption and ratification of
the foregoing Operating Agreement of the Company.

24
<PAGE>

THUS DONE AND PASSED by John A. Henning, President of Cameron
Communications Corporation, at ________, Louisiana, on the 23rd day of February,
1998, in the presence of the undersigned, competent witnesses, who hereunto sign
their names with the said appearers and me, Notary Public, after a due reading
of the whole.

WITNESSES: CAMERON COMMUNICATIONS CORPORATION

/s/ Sue Duhon /s/ John A. Henning
- -------------------------- ----------------------------------
BY: JOHN A. HENNING
/s/ Sharon Mason TITLE: PRESIDENT
- --------------------------

/s/ Sheila King
----------------
NOTARY PUBLIC

THUS DONE AND PASSED by Robert Piper, President of US Unwired Inc., at Lake
Charles, Louisiana, on the 23rd day of February, 1998, in the presence of the
undersigned, competent witnesses, who hereunto sign their names with the said
appearers and me, Notary Public, after a due reading of the whole.

WITNESSES: US UNWIRED INC.

/s/ Sue Duhon /s/ Robert Piper
- -------------------------- ----------------------------------
BY: ROBERT PIPER
TITLE: PRESIDENT
/s/ Sharon Mason
- --------------------------

/s/ Sheila King
----------------
NOTARY PUBLIC

<PAGE>

ARTICLES OF INCORPORATION UNITED STATES OF AMERICA

OF STATE OF LOUISIANA

MERCURY, INC. PARISH OF CALCASIEU

BE IT KNOWN: That on this 3rd day of March, 1967, before me Arthur J.
Planchard, a Notary Public, duly commissioned and qualified in and for the
Parish of Calcasieu, State of Louisiana, and In the presence of the witnesses
hereinafter named and undersigned, personally appeared WILLIAM L. HENNING,
DWIGHT C. SPATES, and JOHN T. HENNING, residents of Calcasieu Parish Louisiana,
all of the full age of majority, who declared that, availing themselves of the
laws, of the State of Louisiana governing the creation and formation of
corporations, they have contracted and agreed and by these presents do contract
and agree and bind themselves as well as other persons as may hereafter become
associated with them, to form and constitute a corporation for the objects end
purposes hereinafter set forth under the following articles and stipulations,
to-wit:

ARTICLE I - NAME

The name or this corporation is MERCURY, INC.

ARTICLE II - PURPOSES

To acquire by purchase, lease or otherwise, construct, maintain, lease and
operate telephone exchange systems, public and private telephone and telegraph
lines, to receive and transmit intelligence by electricity for all purposes,
including methods how used, or may be used, and generally to carry on a
communication business within and without the state.

(a) To construct, own, operate and maintain lines, cables, wires, towers,
radio equipment, and all other kind, of equipment and supplies required in order
to transmit television video and audio signal and programs.
<PAGE>

(b) To buy, sell, lease, acquire or own and to alienate real estate and
movable property.

(c) To borrow money, issue notes and other evidence of indebtedness and to
mortgage any property, both real and personal, which may be owned by this
corporation.

(d) And generally to do any and all things necessary and proper that may be
required in order to engage in the business of transmitting video and audio
television signals and programs and the transmitting and receiving of
intelligence.

ARTICLE III - TERM OF EXISTENCE

The term for which this corporation is to exist is ninety-nine (99) years
from the date hereof.

ARTICLE IV - REGISTERED OFFICE

The location and post office address or the registered office or this
corporation shall be 101 East Thomas Street, Sulphur, Louisiana.

ARTICLE V - REGISTERED AGENTS

The full names and addresses of the registered agents are as follows:

Arthur J. Planchard William L. Henning
101 East Thomas Street 101 East Thomas Street
Sulphur, Louisiana Sulphur, Louisiana

ARTICLE VI - AUTHORIZED SHARES

The total authorized number of shares is Two Thousand (2,000) shares of a
par value, of FIFTY AND NO/100 ($50.00) DOLLARS each.

ARTICLE VII - PAID-IN CAPITAL

The amount of paid-in capital with which the corporation shall begin
business is ONE THOUSAND AND NO/100 ($1,000.00) DOLLARS, which has been paid in
cash.
ARTICLE VII - DIRECTORS

(a) Unless and until otherwise provided in the by-laws, all of the
corporate power of this corporation shall be vested in and the business and
affairs of the corporation shall be
<PAGE>

managed by a board of not less than three (3) directors or more than five (5)
directors,

(b) The names of the first directors and their post office address are as
follows:

William L. Henning - 101 East Thomas Street
Sulphur, Louisiana
Dwight C. Spates - 322 Tamarack Street
Sulphur, Louisiana
John T. Henning - 114 East Elizabeth Street
Sulphur, Louisiana

(c) The Board of Directors shall have, authority to make and alter by-laws,
including the right to make or altar by-laws, fixing their qualifications,
classification or terms of office, or fixing or increasing their compensation,
subject to the power of the shareholders to change or repeal the by-laws so
made.

The directors shall be elected annually and directors above named shall hold
office until the next annual meeting or until their successors have been duly
elected end qualified.

Any director absent from a meeting may be represented by any other director
or shareholder, who may cast the vote of the absent director according to the
written instructions, general or special, of said absent director, filed with
the secretary.

(d) The first officers of the corporation are named as follows:

William L. Henning, President
Dwight C. Spates, Vice President
John T, Henning, Secretary - Treasurer

ARTICLE IX - INCORPORATORS

The names and post office addresses of the incorporators and a statement of
the number of shares subscribed by each are as follows:

(1) William L. Henning, 101 East Thomas Street,
Sulphur, Louisiana; Fourteen
(14) Shares,

(2) Dwight C Spates, 322 Tamarack Street,
Sulphur, Louisiana; Five (5) Shares,

(3) John T. Henning, 114 Elizabeth Street
Sulphur, Louisiana; One (1) Share.
<PAGE>

ARTICLE X - STOCKHOLDERS LIABILITY

No stockholder shall ever be liable for the contracts or faults of the
corporation in any further sum than the unpaid balance due on the shares of
stock subscribed by him; nor shall any informality in organization have the
effect of rendering this charter null or of exposing a stockholder to any
liability beyond the amount due on his subscription for stock.

ARTICLES XI - ANNUAL MEETING

That annual meeting of the shareholders of this corporation for the
election of directors and for such other matters as may properly come before the
meeting shall be held on the fourth Monday of January of each year, beginning
the 22nd day of January, 1968.

ARTICLE XII - RIGHT TO PURCHASE
ND REDEEM SHARES

The corporation may purchase and/or redeem its own shares in the manner and
under the conditions provided in Sections 23 and 45 of the Business Corporation
Law (R.S,12:23 and 12:45), such shares so purchased shall be considered treasury
shares and may be re-issued and disposed of as authorized by law, or may be
cancelled and the capital stock reduced, as the board of directors may from time
to time determine.

ARTICLE XIII - COMPRISE AGREEMENT

This corporation shall have the benefit of the provisions of Section 63 of
the Business Corporation Law (R-S, 12:63).

ARTICLE XIV - WASTING ASSETS

If at any time this corporation should own wasting assets intended for sale
in the ordinary cause of business or shall own property having limited life, it
may pay dividends from the net profit arising from such assets without
deductions from depreciation and depletion of the assets thereby sustained.
<PAGE>

THUS DONE AND SIGNED: at my office in the State, Parish, and City aforesaid
on the day, month, and year hereinabove set forth, in the presence of the
undersigned competent witnesses anal me, Notary Public, after due reading of the
whole. WITNESSES:

/s/ Betsy Ana Jacobson /s/ William L. Henning
- ---------------------------- ----------------------------
Betsy Ana Jacobson William L. Henning

/s/ Sandra Britnell /s/ Dwight C. Spates
- ---------------------------- ----------------------------
Sandra Britnell Dright C. Spates

/s/ John T. Henning
----------------------------
John T. Henning

/s/ Arthur J. Planchard
--------------------------
Arthur J. Planchard
<PAGE>

STATE OP LOUISIANA: FOURTEENTH JUDICIAL DISTRICT:
PARISH OF CALCASIEU: OFFICE OF THE CLERIC OF COURT:

I HEREBY CERTIFY, that the foregoing is a true and correct copy of the
original Articles of Incorporation of

MERCURY, INC.
filed for record in this office on March 3, 1967 at 3:42 o'clock P.M., and
bearing File No. 1053072.

IN TESTIMONY WHEREOF, witness my official signature and seal of office at
Lake Charles, Louisiana, on this the 3rd day of March A.D.,1967.

/s/ Lena Viglia
---------------------------
Deputy Clerk of Court
<PAGE>

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF MERCURY, INC.

On January 23, 1973, the shareholders of Mercury. Inc., a Louisiana
Corporation amended ARTICLE II of it Articles of Incorporation by adding
Paragraphs (e) and (f) to Article II, to read as follows:

(e) To engage in farming, ranching and other related business in connection
therewith.

(f) To engage in any lawful activity for which corporations may he formed
under the Business Corporation Law of Louisiana.

Common Shares is the only series of stock outstanding and there are
100 shares outstanding.

At the annual meeting of shareholders held, after due notice of said
meeting was given to each shareholder and further notice given of the proposed
amendment to be voted on, 96 of the 100 shares were represented at the meeting,
and 96 shares voted for the above amendment. There were no votes against the
amendment.

MERCURY, INC.

By: /s/ Dwight C. Spates
---------------------------
Dwight C. Spates, President

By: /s/ H.F. Chambles
---------------------------
H.F. Chambles, Secretary

STATE OF LOUISIANA
PARISH OF CALCASIEU

On February 4, 1974, before me personally appeared DWIGHT C. SPATES, to me
personally known, who, being by me duly sworn, did say that he is the president
of MERCURY, INC., and that the above instrument was signed by him and H. F.
Chamblee, Secretary, In behalf of said corporation by authority of its
shareholders; that said authority is in full force and effect, there being no
change since its adoption, and DWIGHT C, SPATES acknowledged said instrument to
be the free act and dead of said Corporation.

/s/ Signature Illegible
---------------------------
<PAGE>

STATE OF LOUISIANA

PARISH OF CALCASIEU

THIS AGREEMENT AND PLAN OR MERGER dated December 22, 1992, made by and between
Mercury, Inc. and a majority of the directors thereof parties of the first part,
and Mercury Message, Inc., and a majority of the directors thereof, parties of
the second part, said two corporations being hereinafter sometimes referred to
as Survivor lad Absorbed, respectively, or together as the Constituent
Corporations, WITNESSETH THAT:

WHEREAS, Survivor is a corporation organized and existing under the
laws of the State of Louisiana with its principal office in the State of
Louisiana, being located at 101 E. Thomas Street, Sulphur, Louisiana, and the
name of its Registered Agent at such office is William L. Henning; and

WHEREAS, Survivor has a capitalization consisting of Two Thousand
(2,000) authorized shares of Common Stock with par value of $50.00 of which two
hundred (200) shares are issued and outstanding; and

WHEREAS, Absorbed is a corporation organized and existing under the
laws of the State of Louisiana with its principal office In the State of
Louisiana being located at One Lakeside Plaza and the name of its Registered
Agent at such office is Thomas G. Henning; and

WHEREAS, Absorbed his an authorized capitalization of Forty Thousand
(40,000) shares of Common Stock, non par, and Thirty Thousand (30,000) shares of
preferred stock at par value of $100.00 each, of which Ten (10) shares of common
stock are issued and outstanding. There is no preferred stock outstanding.

WHEREAS, the respective Boards of Directors of the Constituent
Companies have determined that it is advisable that Absorbed be merged into
Survivor, on the terms and conditions hereinafter set forth, in accordance with
the applicable provisions of the laws of the State of Louisiana, which laws
permit such merger.
<PAGE>

NOW THEREFORE, in consideration of the premises and of the mutual
agreements, covenants and provisions hereinafter contained, the parties hereto
agree that Absorbed be merged into Survivor, and that the terms and conditions
of such merger, the mode of carrying the same into effect, and the manner and
basis of converting the shares of Absorbed into shares of Survivor shall be as
follows:

Section 1. Absorbed and Survivor shall be merged Into a single corporation,
in accordance with the applicable provisions of the laws of the State of
Louisiana by Absorbed merging into Survivor, which shall be the surviving
corporation. The separate existence of Absorbed shall cease and the existence
of Survivor shall continue unaffected and unimpaired by the merger with all
the rights, privileges, immunities and powers, and subject to all the duties
and liabilities of a corporation organized under the Business Corporation Law
of the State of Louisiana.

Section 2.

a. The Articles of Incorporation of Survivor shall continue to be its
Articles of Incorporation following the effective date of the merger, until
the same shall be altered or amended.

b. The Bylaws of Survivor shall be and remain the Bylaws of Survivor
until altered, amended or repealed.

c. The directors and officers of Survivor in office on the effective
date of the merger shall continue in office end shall constitute the
directors and officers of Survivor for the term elected until their
respective successors shall be elected or appointed and qualified.

Section 3. On the effective date of the merger;

a. Survivor shall possess all the rights, privileges, immunities, powers
and franchises as well of a public as of a private nature, and shall be
subject to all of the restrictions, disabilities and duties of each of the
Constituent Corporations; and all property, real, personal and mixed,
including all trademarks, trademark registrations and applications for
registration of trademark, together with the goodwill of the business in
connection with which said marks are used, and all debts due on whatever
account, and all other causes in action and all and every other interest of
or belonging to or due to each of the Constituent Corporations shall be
deemed to be transferred to and vested in Survivor without further act or
deed, and the title to
<PAGE>

any real estate, or any interest therein, vested in either of the Constituent
Corporations shall not revert or be In any way impaired by reason of the merger.

b. Survivor shall be responsible and liable for all the liabilities and
obligations of each of the Constituent Corporations; and any claim existing or
action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the merger had not taken place,
or Survivor may be substituted in its place and neither the rights of
creditors nor any liens upon the property of either of the Constituent
Corporations shall be impaired by the merger. Survivor shall execute and
deliver any and all documents which may be required for it to assume or
otherwise comply with outstanding obligations of Absorbed.

Section 4. The manner and basis of converting the shares of stock of each of the
Constituent Corporations into shares of stock of Survivor are as follows:

a. The shares of Common Stock of Survivor, issued on the effective date
of the merger shall not be converted or exchanged as a result of the merger, but
upon said date, all shares of Common Stock of Survivor theretofore authorized
(whether issued or unissued) shall be and be deemed to be shares of Common
Stock, respectively, of Survivor, and all such shares of Stock of Survivor
outstanding on the effective date of the merger (including shares held in the
Treasury of Survivor) shall remain outstanding, shall be and be deemed fully
paid and nonassessable and shall retain rights to accrued and unpaid dividends.
If any.

b. All shares of Common Stock of Absorbed issued and outstanding on the
effective date of the merger and all rights in respect thereof, shall, on said
date, be converted into and exchanged for Thirty Nine (39) shares of presently
authorized and unissued Common Stock of Survivor.

c. As soon as practicable after the effective date of the merger, each
holder of an outstanding certificate or certificates theretofore representing
shares of Common Stock of Absorbed shall surrender the same to Survivor, and
such holder shall be entitled, upon such surrender, to receive in exchange
therefor a certificate or certificates representing the number of whole and
fractional shares of Common Stock of Survivor into which the shares of Common
Stock of Absorbed theretofore represented by the surrendered certificate or
certificates shall have been converted as aforesaid. Until so surrendered for
exchange, each outstanding certificate which, prior to the effective date of the
merger, represented shares of Common Stock of Absorbed shall be deemed for all
corporate purposes to evidence the ownership of the number of whole shares of
Common Stock of Survivor which the holder of the certificate for shares of
Common Stock of Absorbed would be entitled to receive upon surrender thereof for
exchange as aforesaid,
<PAGE>

d. All shares of Common Stock of survivor into which shares of Common
Stock of Absorbed are converted shall be fully paid and nonassessable.

Section 5. Survivor shall pay all expenses of accomplishing the merger.

Section 6. If at any time Survivor shall consider or be advised that any further
assignment or assurances in law are necessary or desirable to vest or to
perfect or confirm of record in Survivor the title to any property or rights of
Absorbed, or to otherwise carry out previsions hereof, the proper officers and
directors of Absorbed as of the effective date of the merger shall execute and
deliver any and all proper deeds, assignments and assurances in law, and do all
things necessary or proper to vest, perfect or confirm title to such property or
rights in Survivor.

Section 7. Each of the Constituent Corporations shall take or cause to be taken,
all actions or do or cause to be done, all things necessary, proper or advisable
under the laws of the State of Louisiana to consummate and make effective the
merger, subject, however, to the appropriate vote or consent of the shareholders
of each of the Constituent Corporations in accordance with the requirements of
the applicable provisions of the laws of the State of Louisiana.

Section 8. The effective date of the merger shall be at the close of business on
June 30, 1993, provided that upon such date, all acts and things shall have been
done as shall be required for accomplishing the merger under the applicable
provisions of the laws of the State of Louisiana.

Section 9. Anything herein or elsewhere to the contrary notwithstanding, this
Agreement and Plan of Merger may be abandoned by actions of the Board of
Directors of either Survivor or Absorbed at any time prior to the effective date
of the merger, whether before or after submission to their respective
shareholders, upon the happening of the following events;

a. If the merger fails to obtain the consent of 80% of the shareholders
of Survivor or of shareholders of Absorbed by December 22, 1992.

b. Failure to obtain Federal Communications Commission approval of
the Merger.

c. Failure to obtain Nevada Public Service Commission approval of the
Merger.

Section 10. Survivor and Absorbed represent and warrant to each other that
between the date hereof and the time when the merger becomes effective they will
not enter into any employment contracts, grant any stock options or issue any
stock or securities, or declare or pay any dividends in stock or cash or make
any other distribution on or with respect to their outstanding stock.
<PAGE>

IN WITNESS WHEREOF, the corporate parties hereto, pursuant to authority
given by their respective Boards of Directors, have caused this Agreement and
Plan of Merger to be entered into and signed by their respective directors, or
a majority of them, and in their respective corporate names by their
respective Presidents or Vice-Presidents, and to be attested by their
respective Secretaries or Assistant Secretaries, all as of the date and year
first above written, and signed by all directors of the companies.

MERCURY, INC.
ATTEST:

/s/ LENA B. HENNING /s/ WILLIAM L. HENNING, JR.
------------------------------- -------------------------------
Lena B. Henning William L. Henning, Jr.
Secretary President and Director

/s/ WILLIAM L. HENNING, SR.
-------------------------------
William L. Henning, Sr.
Vice President and Director

/s/ JOHN A. HENNING
-------------------------------
John A. Henning
Vice President and Director

/s/ JAMES R. DONOVAN
-------------------------------
James R. Donovan
Vice President and Director

/s/ LENA B. HENNING
-------------------------------
Lena B. Henning
Director

MERCURY MESSAGE, INC.

ATTEST:

/s/ THOMAS G. HENNING /s/ WILLIAM L. HENNING, JR.
------------------------------- -------------------------------
Thomas G. Henning William L. Henning, Sr.
Secretary President and Director

/s/ JOHN A. HENNING
-------------------------------
John A. Henning
Vice President and Director

/s/ THOMAS G. HENNING
-------------------------------
Thomas G. Henning
Director

<PAGE>

CERTIFICATE ATTESTING TO SHAREHOLDERS'
APPROVAL OF MERGER AGREEMENT

I, Lea B. Henning, Secretary of Mercury, Inc., a corporation organized and
existing under the laws of the State of Louisiana, do hereby certify as the
Secretary of the meeting of shareholders referred to below that the Agreement to
which this certificate is attached, after having been duly approved by
resolution of the Board of Directors of said corporation, and by resolution of
the Board of Directors of Mercury Message, Inc., a Louisiana Corporation, the
other corporate party, was then duly submitted to the shareholders of Mercury,
Inc. at a special meeting of said shareholders called and held for the purpose
of considering and adopting or rejecting said Agreement, and held upon due
notice given to all shareholders of said corporation, whether or not entitled to
vote, on the 22nd day of December, 1992, and that at said meeting said Agreement
was adopted by the affirmative vote of 100% of the stock, of all classes,
entitled to vote; whereupon said Agreement was declared adopted as the act of
said corporation.

Since the adoption thereof, the Federal Communications Commission and Nevada
Public Service Commission have approved the merger.

Sworn to before me this 29th day of June, 1993.

/s/ Lena B. Henning
---------------------------
Lena B. Henning, Secretary

/s/ Charles Broussard
---------------------------
Notary Public

<PAGE>

CERTIFICATE ATTESTING TO SHAREHOLDERS'
APPROVAL OF MERGER AGREEMENT

I, Thomas G. Henning, Secretary of Mercury Message, Inc., a corporation
organized and existing under the laws of the State of Louisiana do hereby
certify as the Secretary of the meeting of shareholders referred to below that
the Agreement to which this certificate is attached, after having been duly
approved by resolution of the Board of Directors of said corporation, and by
resolution of the Board of Directors of Mercury, Inc., a Louisiana Corporation,
the other corporate party, was then duly submitted to the shareholders of
Mercury Message, Inc. at a special meeting of said shareholders called and held
for the purpose of considering and adopting or rejecting said Agreement, and
held upon due notice given to all shareholders of said corporation, whether or
not entitled to vote, on the 22nd day of December, 1992, and that at said
meeting said Agreement was adopted by the affirmative vote of 100% of the stock,
of all classes, entitled to vote; whereupon said Agreement was declared adopted
as the act of said corporation.

Since the adoption thereof, the Federal Communications Commission and Nevada
Public Service Commission have approved the merger.

Sworn to before me this 29th day of June, 1993.

/s/ Thomas G. Henning
---------------------------
Thomas G. Henning, Secretary

/s/ Charles Broussard
---------------------------
Notary Public

<PAGE>

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
MERCURY, INC.

Mercury, Inc. (the "Corporation"), through its undersigned President and
Secretary, hereby certifies that:

1. On October 11, 1996, at a Special Meeting of Shareholders, notice of which
was duly given and contained a copy of the amendments to be voted upon, and
at which Special Meeting 220 shares out of a total of 220 outstanding shares
of common stock, said class being the only class or series of capital stock
outstanding, were represented, the shareholders of the Corporation by the
vote of shareholders holding 220 shares, or 100% of the voting power
present and 100% of the total voting power, (a) adopted, pursuant to the
Corporation's Articles of Incorporation and Section 31 of the Louisiana
Business Corporation Law (the "LBCL"), the following amendments to the
Articles of Incorporation to (i) provide for mandatory indemnification of
officers and directors of the Corporation and permissive indemnification of
employees and agents of the Corporation and (ii) limit the personal
liability of officers and directors of the Corporation and (b) authorized
the delivery of these Articles of Amendment to the Secretary of State for
filing pursuant to Section 32B of the LBCL.

2. The Articles of Incorporation of the Corporation shall be and are amended
to add a new Article XV to read in its entirety as follows:

ARTICLE XV
INDEMNIFICATION

A. This corporation will, to the full extent provided by law, indemnify
and advance expenses to any person who was or is a party or is threatened to be
made a party to any action, suit, or proceeding, whether civil, criminal, or
investigative, including any action by or in the right of the corporation, by
reason of the fact that he or she is or was a director or officer of the
corporation, and may, to the full extent provided by law, indemnify and pay
expenses to any person who was or is a party or is threatened to be made a party
to any such action, suit, or proceeding, by reason of the fact that he or she
was an agent or employee of the corporation.

B. The Board of Directors may cause this corporation (i) to enter into
contracts providing for indemnification of directors and officers and other
persons (including, without limitation, directors and officer of this
corporation's direct and indirect subsidiaries) to the full extent provided by
law, and (ii) to exercise the powers set forth in Section 83(F) of the Louisiana
Business Corporation Law, notwithstanding that some or all of the members of the
Board of Directors acting with respect to the foregoing may be parties to such
contracts or beneficiaries of the exercise of such powers.
<PAGE>

C. The Board of Directors may cause this corporation to approve for its
direct and indirect subsidiaries indemnification provisions comparable to the
foregoing, notwithstanding that some or all of the directors of this corporation
are also directors or offices of such subsidiaries

D. Any amendment or repeal of this Article shall not adversely affect any
right to indemnification under this Article with respect to any action or
inaction occurring before the time of such amendment or repeal.

3. The Articles of Incorporation of the corporation shall be and are further
amended to add a new Article XVI to read in its entirety follows;

ARTICLE XVI
LIMITATION OF LIABILITY

A. No officer or member of the Board of Directors of this corporation will
have personal liability to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
provision shall not eliminate or limit the liability of an officer or director
for liability for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) act, or omissions not in good faith or
that involve misconduct or a knowing violation of law, (iii) liability for the
payment of unlawful distributions of the corporation's assets to, or redemption
or repurchase of the corporation's shares from, shareholders of the corporation,
under and to the extent provided in Section 92(D) of the Louisiana Business
Corporation Law, or (iv) any transaction from which the director derived an
improper personal benefit.

B. The Board of Directors, may cause this corporation to enter into
contracts with its officers and directors providing for the limitation of
liability set forth in this Article to the full extent provided by law.

C. The Board of Directors may cause this corporation to approve for its
direct and indirect subsidiaries limitation of liability provisions comparable
to the foregoing notwithstanding that some or all of the directors of the
corporation are also directors or officers of such subsidiaries.

D. Any amendment or repeal of this Article shall not adversely affect any
light to limitation of liability under this Article with respect to any action
or inaction occurring before the time of such amendment or repeal.
<PAGE>

4. Except as amended by these Articles of Amendment, the Articles of
Incorporation of the Corporation shall remain in full force and effect.

IN WITNESS WHEREOF, Mercury, Inc. acting through the undersigned President
and Secretary, hereunto duly authorized by shareholders does execute these
Articles of Amendment on October 11, 1996 at Lake Charles, Louisiana.

MERCURY, INC.

By: /s/ WILLIAM L. HENNING, JR.
-----------------------------
William L. Henning, Jr.
President

By: /s/ THOMAS G. HENNING
-----------------------------
Thomas G. Henning
Secretary

<PAGE>

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority personally came and appeared William
L. Henning Jr. and Thomas G. Henning to me known to be the persons who signed
the foregoing instrument as President and Secretary, respectively, of Mercury,
Inc. and who having been duly sworn, acknowledge and declared, in the presence
of the witnesses whose names are subscribed below, that they signed that
instrument as their free act and deed for the purposes mentioned therein.

IN WITNESS WHEREOF, the appeared and witnesses and I have signed below on
this 11th day of October, 1996.

WITNESSES:

/s/ Aimee Hoffpauir /s/ William L. Henning, Jr.
- -------------------------- -----------------------------
William L. Henning, Jr.

/s/ Carolyn Nunez
- --------------------------

/s/ Shelia King /s/ Thomas G. Henning
- -------------------------- -----------------------------
Thomas G. Henning, Secretary

/s/ Amy Durkin
- --------------------------

/s/ Marty J. Meche
- --------------------------
(Signature)

/s/ Marty J. Meche
- --------------------------
(Print Name)

NOTARY PUBLIC

My Commission expires at death.
-----------------

<PAGE>

JOINT AGREEMENT OF MERGER
OF
CAMERON COMMUNICATIONS
CORPORATION
WITH AND INTO
MERCURY, INC.

This Joint Agreement of Merger (this "Joint Agreement") is dated as of the
19th day of September, 1996, between Cameron Communications Corporation, a
Louisiana corporation ("Cameron"), and Mercury, Inc., a Louisiana, corporation
("Mercury"), and is entered into pursuant to the provisions of Sections 111 et
seq. of the Louisiana Business Corporation Law ("LBCL").

WHEREAS, the respective Boards of Directors of Mercury and Cameron
(collectively, the "Merging Corporations") deem it advisable that Cameron be
merged with and into Mercury (the "Merger"), as provided in this Joint
Agreement; and

WHEREAS, the respective Boards of Directors of the Merging Corporations
wish to enter into this Joint Agreement and submit it to the shareholders of
Mercury and to the shareholders of Cameron for approval in the manner required
by law and, subject to such approval and to such other approvals as may be
required, to effect the Merger, all in accordance with the provisions of this
Joint Agreement.

NOW THEREFORE, in consideration of the mutual benefits to be derived from
this Joint Agreement and the Merger, the parties hereto agree as follows:

1. THE MERGER

In accordance with the applicable provisions of the LBCL, Cameron shall be
merged with and into Mercury; the separate existence of Cameron shall cease; and
Mercury shall be the corporation surviving the Merger (the "Surviving
Corporation").

2. EFFECTIVENESS OF THE MERGER

2.1 Effective Time of the Merger. The Merger shall become effective at the
time at which this Joint Agreement, having been executed and acknowledged in the
manner required by law, is filed in the office of the Secretary of State of
Louisiana. The date and time at which the Merger becomes effective are herein
referred to as the "Effective Time".

2.2 Effect of the Merger. At the Effective Time, (i) the separate
existence of Cameron shall cease and Cameron shall be merged with and into
Mercury; (ii) Mercury shall continue to possess all of the rights, privileges
and franchises possessed by it and shall, at the Effective time, become vested
with and possess all rights, privileges and franchises possessed by Cameron;
(iii) Mercury shall be responsible for all of the liabilities and obligations of
Cameron in the same manner as if Mercury had itself incurred such liabilities or
obligations, and the Merger shall not affect or
<PAGE>

Merger will not of itself cause a change, alteration or amendment to the
Articles of Incorporation or the By-Laws of Mercury except as otherwise
provided in, Section 2.3; (v) the Merger will not of itself affect the tenure in
office of any officer or director of Mercury and no such person will succeed to
such positions solely by virtue of the Merger and (vi) the Merger shall, from
and after tire Effective Time, have all the effects provided by applicable
Louisiana law.

2.3 Amendment In Articles of Incorporation. At the Effective
Time the Articles of Incorporation of Mercury shall be amended by adding to
Article VI thereof the following sentence:

"The Corporation shall when applicable issue and transfer fractional
shares, which shall in each case be calculated to the nearest one
millionth of a share (that is, to the sixth decimal place); and the
holder of a certificate that represents or includes a fractional
share shall have all rights of a shareholder with respect thereto,
including (without limitation) voting rights."

2.4 Additional Actions. If, at soy time after the Effective Time, Mercury
shall consider or be advised that any further assignments or assurances in law
or any other acts are necessary or desirable (a) to vest, perfect or confirm, of
record or otherwise, in Mercury, title to or the possession of any property or
right of Cameron acquired or to be acquired by reason of, or as a result of, the
Merger, or (b) otherwise to carry out the purposes of this Joint Agreement,
Cameron and its proper officers and directors shall be deemed to have granted to
Mercury an irrevocable power of attorney to execute and deliver all such proper
deeds, assignments and assurances in law and to do all acts necessary or proper
to vest, perfect or confirm title to and possession of such property or rights
in Mercury and otherwise to carry out the purposes of this Joint Agreement; and
the proper officers and directors of Mercury are fully authorized in the name of
Cameron to take any and all such action.

3. METHOD OF CARRYING MERGER INTO EFFECT

This Joint Agreement shall be submitted to the shareholders of Mercury and
to the shareholders of Cameron for their respective approvals. If such approvals
are given, then the fact of such approval shall be certified hereon by the
Secretary of Mercury and by the Secretary of Cameron. This Joint Agreement, so
approved and certified, shall, as soon as is practicable, be signed and
acknowledged by the President or Vice President of each of the Merging
Corporations. As soon as may be practicable thereafter, this Joint Agreement, so
certified, signed and acknowledged, shall be delivered to the Secretary of State
of Louisiana for filing in the manner required by law and shall be effective at
the Effective Time; and thereafter, as soon as practicable, a copy of the
Certificate of Merger issued by the Secretary of State of Louisiana, and
certified by him to be a true copy, shall be filed for record in the Office of
the Recorder of Mortgages of the parishes in which the Merging Corporations have
their respective registered offices and in the Office of the Recorder of
Conveyances of each parish in which Cameron owns immovable properly.
<PAGE>

4. CONVERSION OF SHARES

4.1 Conversion of Mercury Shares; Fractional Shares. Except for shares as
to which dissenters' rights have been perfected and not withdrawn or otherwise
forfeited under Section 131 of the LBCL, at the Effective Time, by reason of the
Merger, each issued and outstanding share of the Common Stock, no per value, of
Cameron (Cameron Common Stock") shall be converted into the right to receive
from Mercury two and one hundred ninety two thousand one hundred eight one-
millionths (2.192108) shares of the Common Stock, per value $50.00 per share, of
Mercury ("Mercury Common Stock") (the "Merger Consideration"). Shares of Cameron
Common Stock that are held by Cameron shall not be considered to be outstanding
and shall be canceled (and not converted) by virtue of the Merger at the
Effective Time. In exchanging Mercury Common Stock for Cameron Common Stock,
Mercury shall issue fractional shares when applicable, which shares shall be
issued to the nearest one millionth of a share (that is, to the sixth decimal
place).

4.2 Exchange of Certificates. After the Effective Time, each holder of
an outstanding certificate or certificates theretofore representing shares of
Cameron Common Stock (other than shares as to which dissenters' rights have been
perfected and not withdrawn or otherwise forfeited under Section 131 of tire
LBCL), upon surrender thereof to Mercury, shall be entitled to receive the
Merger Consideration into which such shares have been converted as provided in
Section 4.1. Until so surrendered, each outstanding certificate shall be deemed
for all purposes to represent only a right to receive the Merger Consideration.
Whether or not a stock certificate representing Cameron Common Stock is
surrendered, from and after the Effective Time such certificate shall under no
circumstances evidence, represent or otherwise constitute any stock or interest
in Cameron or any person, firm or corporation other than the Merger
Consideration.

4.3 Lost Certificates. If any shareholder cannot locate his certificates)
representing shares of Cameron Common Stock, a new certificate will be issued by
Cameron to replace the lost certificate(s) upon execution by the shareholder of
an affidavit certifying that his certificate(s) cannot be located.

4.4 Shares of Mercury. The shares of capital stock of Mercury outstanding
immediately prior to the Effective Time shall not be changed or converted by
virtue of the Merger,

4.5 Certificate Legends. Certificates representing shares of Mercury
Common Stock issued as Merger Consideration shall contain the legends required
by the "Plan" (as defined in Section 5.1).

4.6 Adjustments. The Merger Consideration may be adjusted in accordance
with the adjustment provisions of Section 7 of the Plan.

5. MISCELLANEOUS

5.1 Termination. Prior to the Effective Time this Joint Agreement may be
terminated, and the Merger abandoned, as set forth in the related Agreement and
Plan of Reorganization among
<PAGE>

Mercury, Cameron and others (the "Plan"), a copy of which may be inspected at
tire registered office of the Surviving Corporation in the State of Louisiana.

5.2 Headings. The descriptive headings of the sections of this Joint
Agreement are inserted for convenience only and do not constitute a part hereof
for any other purpose.

5.3 Modifications. Amendments and Waivers. At any time prior to the
Effective Time (notwithstanding any shareholder approval that may have already
been given), the parties hereto may, to the extent permitted by the LBCL,
modify, amend or supplement any term or provision of this Joint Agreement.

5.4 Governing Law. This Joint Agreement shall be governed by the laws of the
State of Louisiana (regardless of the laws that might be applicable under
principles of conflicts of law) as to all matters, including but not limited to
matters of validity, construction, effect and performance.

IN WITNESS WHEREOF, this Joint Agreement has been executed by a majority of
the directors of each of the Merging Corporations, as of the day and year first
above written.
FOR THE BOARD OF DIRECTORS
OF MERCURY, INC.

FOR THE BOARD OF DIRECTORS
OF CAMERON COMMUNICATIONS CORPORATION

/s/ William L. Henning, Jr. /s/ John A. Henning
- ---------------------------------- -----------------------------
William L Henning, Jr. John A. Henning

/s/ Thomas G. Henning
----------------------------------
Thomas G. Henning

/s/ Shelly Hoffman /s/ William L. Henning, Jr.
- ---------------------------------- ---------------------------------
Shelly Hoffman William L. Henning, Jr.

/s/ William L. Henning, Jr. /s/ John A. Henning
- ---------------------------------- ---------------------------------
William L. Henning, Jr. John A. Henning

/s/ Lena B. Henning /s/ Thomas G. Henning
- ---------------------------------- ---------------------------------
Lena B. Henning Thomas G. Henning

<PAGE>

CERTIFICATE OF SECRETARY OF
MERCURY, INC.

I hereby certify that I am the duly elected Secretary of Mercury, Inc., a
Louisiana corporation, presently serving in such capacity and that the foregoing
Agreement was duly approved, without alteration or amendment, by the
shareholders of Mercury, Inc. in the manner required by the Louisiana Business
Corporation Law.

Certificate dated October 31, 1996.

/s/ Thomas G. Henning
-------------------------------
Thomas G. Henning, Secretary

CERTIFICATE OF SECRETARY OF
CAMERON COMMUNICATIONS CORPORATION

I hereby certify that I am the duly elected Secretary of Cameron
Communications Corporation, a Louisiana corporation, presently serving in such
capacity and that the foregoing Agreement was duly approved, without alteration
or amendment, by the shareholders of Cameron Communications Corporation in the
manner required by the Louisiana Business Corporation Law.

Certificate dated October 31, 1996.

/s/ Lena B. Henning
-------------------------------
Lena B. Henning, Secretary
<PAGE>

EXECUTION BY CORPORATIONS

Considering the approval of this Agreement by the respective shareholders
of Mercury, Inc. and Cameron Communications Corporation, as certified above,
this Agreement is executed by such corporations acting through their respective
Presidents, this 31st day of October, 1996.

MERCURY, INC.

By: /s/ William L. Henning, Jr.
-----------------------------------
William L. Henning, Jr., President

Attest:

By: /s/ Thomas G. Henning
-----------------------------------
Thomas G. Henning, Secretary

CAMERON COMMUNICATIONS
CORPORATION

By: /s/ William L. Henning, Jr.
-----------------------------------
William L. Henning, Jr., President

Attest:

By: /s/ Lena B. Henning
-----------------------------------
Lena B. Henning, Secretary

<PAGE>

ACKNOWLEDGMENT AS TO
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

BEFORE, ME, the undersigned authority, personally came and appeared William
L. Henning, Jr, who, being duly sworn, declared and acknowledged before me that
he is the President of Mercury, Inc. and that in such capacity he was duly
authorized to and did execute the foregoing Agreement on behalf of such
corporation, for the purposes therein expressed and as his and such
corporation's free act acid deed.

/s/ William L. Henning, Jr.
-------------------------------
William L. Henning, Jr., Appearer

Sworn to and subscribed before me
this 31st day of October, 1996.

/s/ Marty J. Meche
- -------------------------------
Marty J. Meche
Notary Public

<PAGE>

ACKNOWLEDGMENT AS TO
CAMERON COMMUNICATIONS CORPORATION

STATE OF LOUISIANA

PARISH OP CALCASIEU

BEFORE ME, the undersigned authority, personally came and appeared William
T,. Henning, Jr. who, being duly sworn, declared and acknowledged before me that
he is the President of Cameron Communications Corporation and that in such
capacity he was duly authorized to and did execute the foregoing Agreement on
behalf of such corporation, for the purposes therein expressed and as his and
such corporation's free act and deed.

/s/ William L. Henning
------------------------------------
William L. Henning, Jr., Appearer

Sworn to and subscribed before me
this 31st day of October, 1996.

/s/ Marty J. Meche
- --------------------------------
Marty J. Meche
Notary Public
<PAGE>

ARTICLES OF AMENDMENT TO TIE
ARTICLES OF INCORPORATION OF
MERCURY, INC.

(CHANGING THE CORPORATION NAME TO US UNWIRED INC.)

Mercury, Inc. (the "Corporation"), through its undersigned President and
Secretary, hereby certifies that:

1. On January 16, 1997, at a Meeting of Shareholders, notice of which was duly
given and contained a copy of the amendment to be voted upon, and at which
Meeting 675.958460 shares out a total of 675,958460 outstanding shares of
common stock, said class being the only class or series of capital stock
outstanding were represented, the shareholders of the Corporation by the
vote of shareholders holding 675.951460 shares, or 100% of the voting power
present and 100% of the total voting power, adopted, pursuant to the
Corporation's Articles of Incorporation and Section 31 of the Louisiana
Business Corporation Law (the "LBCL"), amendments to the Articles of
Incorporation, as previously amended.

2. The amendments so adopted reclassify the capital stock of the Corporation
by (a) creating a new class of common stock known as Class A Common Stock,
par value 5.0 per share, of which 100000,000 shares are authorized, (b)
creating a new class of common stock known as Class B Common Stock, par
value $01 per share, of which 60,000,000 shares are authorized (c)
converting the outstanding shares of common stock, par value $50 per share
("Old Common Stock"), of the Corporation into shares of the new Class B
Common Stock at the rate of 16,643,034544 shares of Class B Common Stock
for each full share of Old Common Stock and a proportionate number of
shares of Class B Common Stock for each fractional share of Old Common
Stock; and (d) creating a new class of preferred stock having no par value,
of which 40,000,000 shares are authorized any may be issued from time to
time in one or wore series, and authorizing the Board of Directors to amend
the Articles of Incorporation to fix (and thereafter to amend) the
preferences, limitations and relative rights of any series of preferred
stock, and to establish, and fix variations in relative rights as between
or among, series of preferred stock.

3 The recitals required by Section 54 of the Louisiana Business Corporation
Law arc contained in 2 above, and Articles 111 and IV of the amended
Articles of Incorporation as set forth below,

4. By virtue of the amendments adopted as aforesaid, the Articles of
Incorporation of the Corporation shall be and are amended to read in their
entirety as follows:
<PAGE>

AMENDED ARTICLES OF INCORPORATION

US UNWIRED INC

Article I

Name; Duration

The name of the Corporation is:

US Unwired Inc.

Its duration is perpetual.

Article II
Purpose

The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Louisiana Business Corporation Law
("LBCL").

Article III
Capital Stock: General Provisions

A. Authorized Stock. The Corporation has the authority to issue two hundred
million shares of capital stock, of which one hundred million are shares of
Class A Common Stock, par value $.O1 per share, sixty million are shares of
Class B Common Stock, par value $01 per share, and forty million are shares of
preferred stock having no par value.

B. Common Stock. Except as otherwise expressly provided in these Articles
or as may be required by the LBCL notwithstanding the provisions of these
Articles, the Class A Common Stock and Class B Common Stock have equivalent
rights.

C. Preferred Stock. The preferred stock may be issued from time to time in
one or more series. The Board of Directors has authority to amend the Articles
from time to time to fix the preferences, limitations and relative rights of any
series of preferred stock, and to establish, and fix variations in relative
rights as between or among, series of preferred stock. The preferences,
limitations, and relative rights so established may be amended from time to time
by the Board of Directors, subject only to any approval of the holders of any
series of preferred stock that may be required by these Articles or by the LBCL
notwithstanding the provisions of these
<PAGE>

Articles.

D. Voting Rights.

(1) Preferred stock shall have such voting rights as are required by
the L13CL and such as may be conferred by these Articles.

(2) Except as otherwise provided by these Articles or as may be
required by the LBCL notwithstanding the provisions of these Articles, the Class
A Common Stock and Class B Common Stock shall vote together as a single class in
the election of Directors and with respect to any other matter for which
shareholder action or approval is required by these Articles or by the LBCL
notwithstanding the provisions of these Articles, even if action or approval of
the Class A or Class B Common Stock voting on such matter as a separate class is
also required. Whether voting together as a single class or voting by class, as
the case may be, the Class A Common Stock shall have one vote per share, and the
Class B Common Stock shall have ten votes per share.

E. Issuance of Class B. Shares. Shares of Class B Common Stock shall
initially be issued pursuant to the reclassification described in Article IV(C).
Additional shares of Class B Common Stock shall not be issued unless (i) there
are simultaneously issued that number of shares of Class A Common Stock as shall
be necessary to maintain, immediately following such issuance, the same
proportionate equity ownership by the two classes as existed immediately prior
to such issuance, or (ii) such shares are issued in connection with a stock
split, stock dividend or other reclassification that complies with Article III
(H) or the exception thereto, or (iii) holders of the Class A Common Stock,
voting as a separate class, and the Class B Common Stock, voting as a separate
class, shall have approved such issuance.

F. Redemption of Disqualified Holders.

(1) Except as may otherwise be expressly provided in these Articles
with respect to any series of preferred stock, the Corporation may at any time
redeem shares of its capital stock from any Disqualified Holder or Holders to
the extent that the ownership thereof (i) would constitute a violation of
Section 310 of the Communications Act of 1934, as such Act has been and may be
further amended, or any similar or successor federal law or regulation (a
"Violation', or (ii) would prevent the Corporation or any subsidiary from
holding or materially delay it or any subsidiary in obtaining any governmental
license or franchise necessary to conduct any material portion of the
Corporation's Business, or materially increase the Corporation's or any
subsidiary's cost of obtaining or operating under any such license or franchise
(a `Prevention").

(2) The terms and conditions of any such redemption shall be as
follows: (i) The number of shares to be redeemed shall be (a) the minimum number
required, in the opinion of the Board of Directors, to remove the Violation or
Prevention, as the case may be, plus (b) in the discretion of the Board of
Directors, any number of additional shares up to 15% of the number calculated
pursuant to clause (a).
<PAGE>

(ii) The redemption price shall be the Fair Market Value
of the Redeemed Shares;

(iii) The redemption price shall be paid in cash, Redemption
Securities, or any combination thereof as determined by the Board of
Directors;

(iv) The shares to be redeemed shall be selected in such
manner as shall be determined by the Board of Directors, which may include
selection first of the most recently purchased shares thereof selection by lot,
or selection in any other manner determined by the Board of Directors;

(v) At least 20 days' written notice of the Redemption
Date shall be given to the record holders of the shares selected to be redeemed
provided, however, that only 10 days' written notice of the Redemption Date
shall be given to record holders if the cash or Redemption Securities necessary
to effect the redemption shall have been deposited in trust for the benefit of
such record holders and subject to immediate withdrawal by them on and after the
Redemption Date upon surrender of the stock certificates for their shares to be
redeemed; and

(vi) From and after the Redemption Date, any and all
rights of whatever nature (including without limitation any rights to vote or
participate in dividends declared on stock of the same class or series as such
shares) with respect to the shares selected for redemption shall cease and
terminate and such Disqualified Holders thenceforth shall be entitled only to
receive the cash or Redemption Securities payable upon redemption.

The Board of Directors may impose other terms and conditions not
inconsistent with the foregoing.

(3) For purposes of this Article 111(F):

(i) "Business" means the wireless communications
business including (but without limitation) cellular, paging and personal
communications service. The foregoing description does not limit the generality
of Article 11

(ii) "Disqualified Holder" shall mean any holder of
capital stock of the Corporation whose holding of such stock, either
individually or when taken together with the holding of capital stock of the
Corporation by any other holder or holders would, in the opinion of the Board of
Directors, be a Violation or a Prevention.

(iii) "Fair Market value" of a share of the Corporation's
stock of any class or series shall mean the average of the closing prices for
such a share on its principal trading market for each of the ton trading days
ending on the day preceding the day on which notice of redemption shall be
given; provided, however, that if shares of stock of such class or series are
not traded on any securities exchange registered under the Securities Exchange
Act of 1934 and are not quoted in the NASDAQ National Market, "Fair Market
Value" shall be the fair market value as of such day as determined by the Board
of Directors in good faith. Notwithstanding the
<PAGE>

foregoing, shares of Class B Common Stock shall be deemed to have the same "Fair
Market Value" as an equivalent number of shares of Class A Common Stock.

(iv) "Redemption Date" shall mean the date fixed by the Board
of Directors for the redemption of shares pursuant to this Article III (F).

(v) "Redemption Securities" shall mean any debt or equity
securities of the Corporation, any of its subsidiaries or affiliates or any
other corporation, or any combination thereof, having such terms and conditions
as shall be approved by the Board of Directors and which, together with any cash
to be paid as part of the redemption price, in the opinion of any nationally
recognized investment banking firm selected by the Board of Directors (which may
be a fm which provides other investment banking, brokerage or other services to
the Corporation), has a value, at the time notice of redemption is given, at
least equal to the redemption price required to be paid.

(4) The Corporation may assign in whole or in part its redemption
rights under this Article 111(F) to any third party, in whose hands such rights
shall become an option to purchase the shares on the same terms and conditions
as the Corporation's right of redemption.

(5) Notices of redemption shall be deemed to have been given at the
time deposited in the United States mail, certified or registered with return
receipt requested, properly addressed and postage prepaid. Time periods that run
from such notices shall commence on the first day after notice is given.

G. Restoration. Shares of Class A or Class B Common Stock that have
converted into the other Class shall be restored to authorized but unissued
shares.

H. Reclassifications. No split, reverse split, stock dividend or other
reclassification of the Class A Common Stock shall be effected unless a
simultaneous and equivalent split, reverse split, stock dividend, or other
reclassification of the Class B Common Stock is effected, and vice versa, except
in either case for a stock split, reverse stock split and/or stock dividend that
is effected in accordance with Section 7 of the Agreement and Plan of
Reorganization dated an of September 19, 1996 (the "Plan"), among the
Corporation and other corporate parties, for the purpose of maintaining,
immediately following any issuance of additional shares of Class B Common Stock
pursuant to the adjustment provisions of Section 7 of the Plan, the same
proportionate equity ownership by the Class A Common Stock and Class B Common
Stock as existed immediately prior to such issuance of additional Shares of
Class B Common Stock.

I. Dividends. No stock dividend on the Common Stock may be paid in any
shares other than shares of the class to which the stock dividend pertains.
Subject to the preceding sentence, any dividends declared, whether in cash,
shares or other property, shall be paid equally to the holders of Class A Common
Stock and Class B Common Stock, on a share-for-share basis; and in the same
property.
<PAGE>

J. No Preemptive Rights. Shareholders shall not have any preemptive
rights.

Article IV
Capital Stock:
Class B. Common Stock Special Provisions

A. Qualified Holders. Class B Common Stock may be held only by the
following holders (each of which is a "Qualified Holder"):

(i) Persons and entities who receive Class B Common Stock (a) in
connection with the reclassification referred to in Article IV(C), or (b) as a
distribution from any such entity which received Class B Common Stock in
connection with the reclassification referred to in Article IV(C) (each such
person or entity is hereinafter referred to as a "Founder"),

(ii) Any natural person who is a descendent (including by adoption) of
a Founder;

(iii) Any trustee or other fiduciary, but only if and so long as the
sole beneficial owners of the shares are one or more Qualified Holders;

(iv) Any corporation that is not a Founder, if the entire capital stock
thereof is owned by any one or more Qualified Holders; and

(v) Any partnership or limited liability company that is not a
Founder, whose sole partners or owners are one or more Qualified Holders;

(vi) Any person or entity which is designated a Qualified Holder in
accordance with the following paragraph.

If a Qualified Holder ceases to be such (as would, for example, a
corporation that is not a Founder some of whose stock is transferred by a
Qualified Holder to a non-Qualified Holder) then the shares of Class B Common
Stock owned by the former Qualified Holder shall be offered to the remaining
Qualified Holders and the Corporation according to the procedures of Article
IV(B), except that the "option period" described therein shall not terminate
until forty-five days after written notice of the cessation has been given by
the former Qualified Holder or any other Qualified Holders to the Corporation
and further except that the "market value per share" shall be the lesser of that
existing at the time of the cessation or that exiting at the time of such
written notice. Any such shares not purchased by the remaining Qualified
Holders or the Corporation shall be automatically converted into Class A Common
Stock on a share-for-share basis and such converted shares shall be subject to
the limitations of Article IV(b)(7). Notwithstanding the foregoing, such
unpurchased shares shall not be converted into Class A Common Stock if, within
30 days after the end of the Option Period, the holder is designated a
"Qualified Holder" by holders of a majority of the Class B Common Stock then
outstanding, in which even the unpurchased shares shall remain Class B Common
Stock and shall continue to be

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<PAGE>

subject to Article IV. A Qualified Holder who is a natural person does not cease
to be a Qualified Holder by reason of such person's death, but the transfer of
such deceased person's Class B Common Stock is subject to the restrictions of
Article IV(B).

B. Transfer Restrictions.

(1) No sale, assignment, exchange, transfer, donation, or other
disposition of Class B Common Stock shall be made except (a) to a Qualified
Holder or Holders, (b) pursuant to any merger, consolidation, share exchange, or
disposition of all or substantially all of the Corporation's assets that is
approved in the manner provided in Article X(A), or (c) in accordance with the
offer and conversion procedures of this Article IV(B). Any transfer in violation
of the preceding sentence shall be void and the Corporation shall be under no
obligation to transfer such shares on its books, pay dividends to the
transferee, or otherwise regard the transferee thereof as a shareholder.

(2) If any shareholder ("Offering Holder") desires to sell, assign,
exchange, transfer, donate, or otherwise dispose of shares of Class B Common
Stock otherwise than a Qualified Holder or Holders ("Offered Shares"), he shall
first give written notice thereof (the "Offer Notice") to the Corporation by
overnight or hand delivery and by registered mail, return receipt requested, in
each case sent or delivered to its registered office in Louisiana to the
attention of its Secretary. The Offer Notice must state the name and street
address (which need not be the record address) of the Offering Holder, the
number of Offered Shares, a description of the proposed sale, assignment,
exchange, transfer, donation or other disposition thereof, and the Offering
Holder's calculation of the "market value per share" (defined below) as of the
day immediately preceding the date on which the Offer Notice is given (the
"Strike Price"). Upon receipt of such notice, the Corporation shall promptly
send a copy to all other Qualified Holders of Class B Common Stock. For the
"Option Period" specified below, such other Qualified Holders ("Optionees")
shall have the option to purchase all or any portion of the Offered Shares from
the Offering Holder at the "Option Price", which, for each Optionee, shall mean
the market value per share as of the day prior to the date on which such
Optionee gives the notice of acceptance referred to below. Each Optionee may
exercise the option by giving during the Option Period a notice of acceptance
(the "Acceptance Notice") that includes the name of the Optionee, the Optionee's
street address (which need not be the record address), the number of Offered
Shares which the Optionee desires to purchase (which number is subject to
allocation as described below), and the Optionee's calculation of the "Option
Price" that is applicable to such Optionee. The Strike Price calculated by the
offering Holder and the Option Price calculated by the Optionee shall be subject
to verification by the other of them. The Acceptance Notice shall be given to
the Corporation in the same manner to the Offering Holder at such Holder's
address as set forth in the Offer Notice. If the total number of shares
subscribed for by the Optionees in their Acceptance Notices exceeds the number
of Offered Shares, the excess shall be allocated among the Optionees in
proportion to their respective subscriptions. If the total number of shares
subscribed for by the Optionees is less than the number of Offered Shares, then
for five days following the Option Period (the "Extended Option Period") the
Corporation (which for this purpose shall be considered an Optionee) shall have
the option to purchase all or any portion of the unpurchased

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<PAGE>

shares at the "Option Price" applicable to it. The Option Period begins on the
date on which the Offering Holder gives notice to the Corporation, and its
duration depends on the "Offer Magnitude", which means the product of (a) the
Strike Price, times (b) the number of shares being offered by the Offering
Holder plus the number of shares, if any, offered by the Offering Holder during
the 3-month period that immediately precedes the Option Period (which number
shall be appropriately adjusted to reflected any subsequent stock splits or
stock dividends), in each case including shares as to which the offer may have
been or may subsequently be withdrawn as aforesaid. The Option Period shall be
(i) 10 days if the Offer Magnitude is less than $100,000; (ii) 20 days if the
Offer Magnitude is at least $100,000 but less than $250,000; and (iii) 30 days
if the Offer Magnitude is $250,000 or more.

(3) For purposes of this Article IV(B), the "market value per share"
shall mean the average of the closing prices of one share of Class A Common
Stock on its principal trading market for each of the ten trading days ending on
the day as of which market value per share is to be determined or, if shares of
Class A Common Stock are not then traded in any public market, then "market
value per share" shall be the book value per share of Common Stock as of the
month-end immediately preceding the day as of which market value per share is to
be determined, as calculated and reported by the Corporation's independent
accountants.

(4) The closing ("Option Closing") of each purchase pursuant to an
option in accordance with Article IV(B) shall occur at the Corporation's
registered office in Louisiana, at 1:00 p.m. on the third business day following
the last day of the Option Period (or, if there is an Extended Option Period,
the last day thereof), except that if the Corporation is the purchaser the
closing of its purchase shall be at such place and time on the 10th day
following its exercise of the option (or if such 10th day is not a business day,
then on the first business day thereafter). The purchase price shall be paid at
the Option Closing in cash, by wire transfer of funds or official bank check,
unless the Offering Holder and the Optionee shall otherwise agree.
Notwithstanding the foregoing, if the Strike Price exceeds by more than 5% of
the Option Price of an Optionee, the Offering Holder may by a notice of
withdrawal (the "Withdrawal Notice") withdraw from its offer the shares
allocated or to be allocated to such Optionee unless such Optionee (or any other
Optionee) agrees by the time of the Option Closing that the Option Price of such
Optionee shall be increased to the Strike Price. The Withdrawal Notice must be
given by the earlier of (i) the third business day following the date on which
the Acceptance Notice is given or (ii) the time of the Option Closing. Shares so
withdrawn shall be considered Offered Shares until withdrawn, but no
reallocation of the Offered Shares among Optionees shall occur by reason of such
withdrawal except to the extent that other Optionees agree to purchase at the
Strike Price the shares otherwise withdrawn.

(5) Any of the Offered Shares not purchased by the Optionees or by the
Corporation (other than any withdrawn by a Withdrawal Notice or not purchased
due to any title defect or fault of or attributable to the holder) may be
converted by the holder to Class A Common Stock, and such holder may for a
period of 90 days (180 days of the Offer Notice states that the shares are to be
sold in the public market and they are indeed so sold) following the expiration
of the Extended Option Period sell, assign, exchange, transfer, donate or
otherwise dispose of such converted shares (but not the shares of Class B Common
Stock) in the public

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<PAGE>

market (subject to Article IV(B)(7)) or otherwise, but if disposed of otherwise
than in the public market then the price may not exceed the Strike Price except
that if a proposed transaction is described in the Offer Notice and involves a
consideration (which may be based on a formula involving market prices) that is
described with specificity therein, then such transaction may be consummated for
such consideration even if it exceeds the Strike Price. Any of such converted
shares that have not been sold, assigned, exchanged, transferred, donated or
otherwise disposed of as permitted by Article IV(B) shall, at the expiration of
the 90-day (or 180-day, as the case may be) period referred to above,
automatically reconvert, on a share-for-are basis, into shares of Class B Common
Stock.

(6) This Article IV(B) shall not apply to any bona fide pledge or
hypothecation of shares to secure an obligation of the holder. If such a holder
subsequently defaults on such obligation, the creditor, before enforcing any of
its rights with respect to such shares, shall follow the same procedure as the
holder would have been required to follow to sell the shares and shall be
permitted to sell the shares only as and to the same extent the shareholder
would be permitted to do so under this Article IV(B).

(7) Shares of Class A Common Stock that are issued upon conversion of
Class B Common Stock by a holder thereof pursuant to this Article IV may not be
sold by such holder in the public market if such sale would cause the number of
such shares that have been sold in the public market by such holder and
such holder's affiliates (and any other holder(s) acting in concert with them)
during the three-month period ending on the date of such sale to exceed one
percent of the total number of shares of Class A Common Stock outstanding on
such date, unless holders of at least a majority of the Class B Common Stock
outstanding on such date, unless holders of at least a majority of the Class B
Common Stock have consented to such sale or such sale is pursuant to a public
offering on a firm underwriting basis. In making this calculation, appropriate
adjustments shall be made for all stock splits and stock dividends.

C. Reclassification. The shares (including fractional shares) of the
Corporation's common stock, par value $50.00 per share ("Old Common Stock"),
outstanding on the effective date of these Amended and Restated Articles of
Incorporation are reclassified on such effective date into shares of Class B
Common Stock at the rate of 16,643.034544 (sixteen thousand six hundred
forty-three and 34,544 one-hundred-thousandths) shares of Class B Common Stock
for each full share of Old Common Stock and a proportionate number of shares of
Class B Common Stock for each fractional share of Old Common Stock. Following
such reclassification the Corporation shall not issue fractional shares and any
fraction of a share of Class B Common Stock to which a holder of Old Common
Stock would otherwise have been entitled shall be cancelled without payment to
such holder.

D. Certificate Legend. Each certificate representing shares of Common
Stock that are subject to Article IV shall bear a legend making reference to
Article IV.

Article V
Directors

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<PAGE>

A. Number. The number of Directors constituting the full Board of
Directors shall be the greater of (a) three; (b) the number set forth in the
By-Laws of the Corporation from time to time (but no decrease in such number
shall shorten the term of an incumbent director); and (c) the number that is two
times the sum of (i) one, plus (ii) the number of Directors which preferred
stock is entitled to elect ("Preferred Directors").

B. Quorum. A quorum of Directors shall consist of a majority of the number
of Directors constituting the full Board of Directors.

C. Proxies. Any Director who is absent from a meeting of the board or any
committee thereof may be represented by any other Director, who may cast the
vote of the absent director according to the written instructions, general or
special, of the absent Director.

D. Classification. The Board of Directors shall be divided, with respect
to the time during which they shall hold office, into three classes as nearly
equal in number as possible, with the initial term of office of the Class I
directors expiring at the annual meeting of shareholders to be held in 1998, of
the Class II directors expiring at the next succeeding annual meeting of
shareholders, and of the Class III directors expiring at the second succeeding
annual meeting, with all such directors to hold office until their successors
are elected and qualified. Any increase or decrease in the number of directors
shall be apportioned by the Board of Directors so that all classes of directors
shall be as nearly equal as possible. At each annual meeting of shareholders,
directors chosen to succeed those whose terms then expire shall be elected to
hold office for a term expiring at the annual meeting of shareholders held in
the third year following the year of their election and until their successors
are duly elected and qualified.

E. Vacancies. Any vacancy on the Board of Directors (including any vacancy
resulting from an increase in the authorized number of Directors, from the
removal of a Director or from a failure of the shareholders to elect the full
number of authorized Directors) may be filled as follows: if the vacant position
is that of a Preferred Director, the vacancy may be filled as provided elsewhere
in these Articles or, if not so provided, then by vote of a majority of the
remaining Preferred Directors even though not constituting a quorum of the full
Board of Directors. If the vacant position is other than that of a Preferred
Director, the vacancy may be filled by vote of a majority of the remaining
Directors even if not constituting a quorum of the full Board of Directors, or,
if such remaining Directors have not theretofore acted, by the holders of Common
Stock at any annual or special meeting of shareholders.

F. Removal. A Director may be removed at any time, with or without cause,
but only by the vote of a majority of the shares that would be entitled to elect
the successor to the removed director.

Article VI
Limitation of Liability; Indemnification

A. Limitation of Liability. No director or officer of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his or her fiduciary

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<PAGE>

duty as a director or officer, provided that the foregoing provision shall not
eliminate or limit the liability of a director of officer for (1) any breach of
the director's or officer's duty of loyalty to the Corporation or its
shareholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
distributions of the Corporation's assets to, or redemption or repurchase of the
Corporation's shares from, shareholders of the Corporation, under and to the
extent provided in LBCL Section 92(D); or (4) any transaction from which the
director or officer derived an improper personal benefit.

B. Authorization of Further Actions. The Board of Directors may (1) cause
the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the full
extent permitted by law, (2) adopt By-Laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers and other persons (including, without limitation, directors and
officers of the Corporation's direct and indirect subsidiaries) to the full
extent permitted by law, and (3) cause the Corporation to exercise the powers
set forth in LBCL Section 83(F), notwithstanding that some or all off the
members of the Board of Directors acting with respect to the foregoing may be
parties to such contracts or beneficiaries of such By-Laws or resolutions or the
exercise of such powers.

C. Subsidiaries. The Board of Directors may cause the Corporation to
approve for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing, notwithstanding that
some or all of the directors of the Corporation are also directors or officers
of such subsidiaries.

D. Amendment of Article VI. Any amendment or repeal of this Article shall
not adversely affect any elimination or limitation of liability or any right to
indemnification under this Article with respect to any action or inaction
occurring prior to the time of such amendment or repeal.

Article VII
Meetings of Shareholders

A. Special Meetings. Special meetings of shareholders, for any purpose or
purposes, may be called in any manner set forth in the By-Laws. In addition, at
any time, upon the written request of any shareholder or group of shareholders
holding in the aggregate at least (i) 60% of the total voting power of any
series or class, the Secretary of the Corporation shall call a special meeting
of shareholders of such series or class, or (ii) 60% of the total voting power
of the Corporation, the Secretary of the Corporation shall call a special
meeting of all shareholders of the Corporation. Any such special meeting shall
be held at the registered office of the Corporation at such time as the
Secretary may fix, not less than 15 nor more than 60 days after the receipt of
said request, and if the Secretary shall neglect or refuse to fix such time or
to give notice of the meeting, the shareholder or shareholders making the
request may do so. Such requests must state the specific purpose or purposes of
the proposed special meeting, and the business to be conducted thereat shall be
limited to such purpose or purposes. Except as set forth in this Article VII,
shareholders of the Corporation shall not have the right to call or have called

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<PAGE>

special meetings of the shareholders.

B. Written Consents. Whenever by any provision of law, these Articles, or
the Corporation's By-Laws, the affirmative vote of holders of Class A Common
Stock and Class D Common Stock, voting together as a single class,is required
to authorize or constitute corporate action, the consent in writing to such
corporate action signed by holders that proportion of the total votes of the
Class A Common Stock and Class B Common Stock on the question which is required
by these Articles or by law, whichever requirement is higher, shall be
sufficient, without necessity for a meeting of holders of the Class A Common
Stock and Class B Common Stock. Whenever by any provision of law, these
Articles, or the Corporation's By-Laws, the affirmative vote of holders of Class
B Common Stock, voting as a separate class, is required to authorize or
constitute corporate action, the consent in writing to such corporate action
signed by holders holding that proportion of the total votes of the Class B
Common Stock on the question which is required by these Articles or by law,
whichever requirement is higher, shall be sufficient, without necessity for a
meeting of holders of the Class B Common Stock.

C. Quorum. A majority of the total votes of any class of Common Stock or
any series of preferred stock shall constitute a quorum with respect to any
matter requiring a vote of such class or series. A majority of the total votes
of any classes and/or series entitled to vote together as if a single class
shall constitute a quorum with respect to any matter requiring a vote of any
such classes and/or series voting as if a single class.

Article VIII
Reversion

Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, that are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall, at the expiration of such time, revert
in full ownership to the Corporation, and the Corporation's obligation to pay
such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease; provided, however, that the Board of Directors may, at
any time, for any reason satisfactory to it, but need not, authorize (1) payment
of the amount of any cash or property dividend or redemption price or (2)
issuance of any shares, ownership of which has reverted to the Corporation
pursuant to this Article, to the person or entity who or which would be entitled
thereto had such reversion not occurred.

Article IX
By-Laws

A. Adoption, Amendment and Repeal. By-Laws of the Corporation may be
adopted, amended or repealed by the Board of Directors, subject to any power
granted by the LBCL to shareholders to change or repeal any By-Laws so adopted
or amended, which power (if granted by the LBCL) may only be exercised at any
annual or special meeting of shareholders, the notice

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<PAGE>

of which expressly states that the proposed change or repeal is to be
considered at the meeting.

B. New Matters. Any purported amendment to the By-Laws which would add
thereto a matter not covered in the By-Laws prior to such purported amendment
shall be deemed to constitute the adoption of a By-Law provision and not an
amendment to the By-Laws.

ARTICLE X
VOTE ON CERTAIN TRANSACTIONS AND AMENDMENTS TO
ARTICLES OF INCORPORATION

A. Vote Required for Shareholder Action. If the Board of Directors has in
advance approved and/or recommended any proposal presented to the shareholders,
including but not limited to a proposal to approve a merger, consolidation,
share exchange, disposition of all or substantially all of the Corporation's
assets, dissolution or any amendment to these Articles of Incorporation, by the
affirmative vote of three-fourths of the number of Directors constituting the
full Board of Directors, then, in addition to any other vote required by these
Articles or by the LBCL notwithstanding the provisions of these Articles, the
affirmative vote of holders of at least a majority of the voting power present,
with all classes and series voting together as if a single class, shall be
required to approve such proposal. Otherwise, the affirmative vote of holders of
at least 66% of the total voting power, with all classes and series voting
together as if a single class, shall be required to constitute shareholder
approval of such proposal, in addition to any other vote required by these
Articles or by the LBCL notwithstanding the provisions of these Articles. If a
special vote of any class or series of shares is required under Section 31(C) of
the LBCL (or any successor provisions) to amend the Articles of Incorporation,
the requisite vote shall be the affirmative holders of at least a majority of
the voting power present of such class of series.

B. Business Combinations and Control Share Acquisitions. The provisions
of LBCL Sections 132 through 134 (as the same may hereafter be amended) shall
not apply to the Corporation. The provisions of LBCL Sections 135 through 140.2
(as the same may hereafter be amended) shall not apply to control share
acquisitions of shares of the Corporation.

/s/ William L. Henning, Jr.
-------------------------------------
William L. Henning, Jr.
President

/s/ Thomas G. Henning
-------------------------------------
Thomas G. Henning
Secretary
<PAGE>

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority personally came and appeared William L.
Henning, Jr. and Thomas G. Henning to me known to be persons who signed the
foregoing instrument as President and Secretary, respectively, of Mercury, Inc.
and who, having been duly sworn, acknowledged and declared in the presence of
the witnesses whose names are subscribed below, that they signed that instrument
of their free act and deed for the purposes mentioned therein.

IN WITNESS WHEREOF, the appearers and witnesses and I have signed below on
this 16th day of January, 1997.

WITNESSES:

/s/ Carolyn Nuniz /s/ William L. Henning, Jr
- ---------------------------- ---------------------------------
Carolyn Nuniz William L. Henning, Jr., President

/s/ Sheila King /s/ Thomas G. Henning
- ---------------------------- ---------------------------------
Sheila King Thomas G. Henning, Secretary

/s/ Carolyn Nuniz
- ----------------------------
Carolyn Nuniz

/s/ Sheila King
- ----------------------------
Sheila King

/s/ Marty J. Meche
------------------------------
Signature

MARTY J. MECHE
------------------------------
Print Name

NOTARY PUBLIC

My Commission Expires:

Lifetime Commission

<PAGE>

ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
US UNWIRED INC.

US Unwired Inc. (the "Corporation"), through its undersigned President and
Secretary, hereby certifies that:

1. Amendments to Articles. Amendments to the Articles of Incorporation, as
previously amended (the "Articles"), of the Corporation were duly adopted by
the shareholders of the Corporation by Written Consent of such shareholders,
executed as of January 31, 1997 by holders of 10,958,133 shares (or 97.40%)
of the 11,250,000 total outstanding shares of Class B voting common stock,
$0.1 par value, said class being the only class or series of capital stock
outstanding. The Articles permit shareholder action by written consent of
the proportion of the voting power of the Corporation as is required to take
such action. Said Written Consent amends Article IV(A) of the Articles, to
read in its entirety as follows:

"Article IV
Capital Stock:
Class B Common Stock Special Provisions

A. Qualified Holders. Class B Common Stock may be held only by the
following holders (each of which is a "Qualified Holder"):

(i) Persons and entities who receive Class B Common Stock (a) in
connection with the reclassification referred to in Article IV(C), or (b) as a
distribution from any such entity which received Class B Common Stock in
connection with the reclassification referred to in Article IV(C)(each such
person or entity is hereinafter referred to as a "Founder"),

(ii) Any natural person who is;

(a) a descendent (including by adoption) of a founder; and

(b) the spouse or surviving spouse of a Qualified Holder.

(iii) Any trustee or other fiduciary, but only if and so long as the
sole beneficial owners of the shares are one or more Qualified Holders;

(iv) Any corporation that is not a Founder, if the entire capital
stock thereof is owned by any one or more Qualified Holders; and

(v) Any partnership or limited liability company that is not a
Founder, whose sole or owners are one or more Qualified Holders.

<PAGE>

(vi) Any person or entity which is designed a Qualified Holder in
accordance with the following paragraph.

(vii) Any organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986 (or any succeeding provision).

If a Qualified Holder ceases to be such (as would, for example, a
corporation that is not a Founder some of whose stock is transferred by a
Qualified Holder to a non-Qualified Holder, or a natural person who has been
a Qualified Holder solely by virtue of being the spouse of a Qualified Holder
but who becomes divorced from such Qualified Holder shall be offered to the
remaining Qualified Holders and the Corporation according to the procedures of
Article IV(B), except that the "option period" described therein shall not
terminate until forty-five days after written notice of the cessation has been
given by the former Qualified Holder or any other Qualified Holder to the
Corporation and further except that the "market value per share" shall be the
lesser of that existing at the time of the cessation or that existing at the
time of such written notice. Any such shares not purchased by the remaining
Qualified Holders or the Corporation shall be automatically converted into Class
A Common Stock on a share-for-share basis and such converted shares shall be
subject to the limitations of Article (IV(B)(7). Notwithstanding the foregoing,
such unpurchased shares shall not be converted into Class A Common Stock if,
within 30 days after the end of the Option Period, the holder is designated a
"Qualified Holder" by holders of a majority of the Class B Common Stock then
outstanding, in which event the unpurchased shares shall remain Class B Common
Stock and shall continue to be subject to Article IV. A Qualified Holder who is
a natural person does not cease to be a Qualified Holder by reason of such
person's death, but the transfer of such deceased person's Class B Common Stock
is subject to the restrictions of Article IV(B)."

/s/ Robert Piper
-----------------------------
Robert Piper
President

/s/ Thomas G. Henning
-----------------------------
Secretary

<PAGE>

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority personally came and appeared Robert
Piper and Thomas G. Henning to me known to be the persons who signed the
foregoing instrument as President and Secretary, respectively, of US Unwired
Inc. and who, having been duly sworn, acknowledged and declared in the presence
of the witnesses whose names are subscribed below, that they signed that
instrument of their free act and deed for the purposes mentioned therein.

IN WITNESS WHEREOF, the appearers and witnesses and I have signed below on
this 6th day of February, 1997.

WITNESSES:

/s/ Sheila King /s/ Robert Piper,
- ---------------------------- ---------------------------------
Sheila King Robert Piper, President

/s/ Carolyn Nuniz /s/ Thomas G. Henning
- ---------------------------- ---------------------------------
Carolyn Nuniz Thomas G. Henning, Secretary

/s/ Amy Durkin
- ----------------------------
Amy Durkin

/s/ Scott J. LeBato
- ----------------------------
Scott J. BeBato

/s/ Marty J. Meche
------------------------------
Signature

MARTY J. MECHE
------------------------------
Print Name

NOTARY PUBLIC

My Commission Expires:

/s/ At Death
- ----------------------
<PAGE>

STATE OF LOUISIANA

PARISH OF CALCASIEU

CERTIFICATE OF CORRECTION OF THE
ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF MERCURY, INC. (CHANGING
THE CORPORATION NAME TO US UNWIRED INC.)

US Unwired Inc., formerly Mercury, Inc., (the "Corporation") through its
undersigned President and Secretary, hereby certify as follows:

1. On January 21, 1997 an Amendment to Articles of Incorporation of MERCURY,
INC. ("Amendment") changing the corporate name to US UNWIRED INC. was filed
and recorded with the Office of the Secretary of State, State of Louisiana.

2. The Amendment contains a clerical error on page 13, Article X, Paragraph A,
in the second sentence which reads in pertinent part:

"Otherwise, the affirmative vote of holders of at least 66__% of the total
voting power, " (clerical error highlighted in bold)

when in fact the above mentioned pertinent part of the second sentence
should have read as follows:

"Otherwise, the affirmative vote of holders of at least 66 2/3% of the
total voting power," (correction highlighted in bold).

3. Thus, page 13, Article X, Paragraph A, second sentence of the Amendment is
to be corrected by replacing page 13 containing the incorrect percentage
therein of "66__" with the attached page 13 containing the correct
percentage of "66 2/3".

<PAGE>

4. The Amendment, with inclusion of the above and foregoing correction, is a
full, true and complete copy of the Amendment approved by vote of the
shareholders holding 100% of the total voting power of the Corporation and
adopted pursuant to the Corporation's Articles of Incorporation and Section
31 of the Louisiana Business Corporation Law, amendments to the Articles of
Incorporation, as previously amended.

/s/ ROBERT PIPER
-----------------------------
ROBERT PIPER
PRESIDENT

/s/ THOMAS G. HENNING
-----------------------------
THOMAS G. HENNING
SECRETARY
<PAGE>

ACKNOWLEDGEMENT

STATE OF LOUISIANA

PARISH OF CALCASIEU

IN WITNESS WHEREOF, the appearers and witnesses and I have signed below on
this 11th day of February, 1997.

WITNESSES:

/s/ Amy M. Durkin /s/ Robert Piper
- --------------------------- --------------------------------
Robert Piper, President
/s/ Tamalyn Handry
- ---------------------------

/s/ ????????????????? /s/ Thomas G. Henning
- --------------------------- --------------------------------
Thomas G. Henning, Secretary
/s/ Denise L. Chandler
- ---------------------------

/s/ Sandra Daly
----------------------
NOTARY PUBLIC

My Commission Expires: lifetime commission
<PAGE>

of which expressly states that the proposed change or repeal is to be considered
at the meeting.

ARTICLE X
VOTE ON CERTAIN TRANSACTIONS AND AMENDMENTS TO
ARTICLES OF INCORPORATION

A. Vote Required for Shareholder Action. If the Board of Directors has
in advance approved and/or recommended any proposal presented to the
shareholders, including but not limited to a proposal to approve a merger,
consolidation, share exchange, disposition of all or substantially all of the
Corporation's assets, dissolution or any amendment to these Articles of
Incorporation, by the affirmative vote of three-fourths of the number of
Directors constituting the full Board of Directors, then, in addition to any
other vote required by these Articles or by the LBCL notwithstanding the
provisions of these Articles, the affirmative vote of holders of at least a
majority of the voting power present, with all classes and series voting of
holders of at least a majority of the voting power present, with all classes and
series voting together as if a single class, shall be required to approve such
proposal. Otherwise, the affirmative vote of holders of at least 66 2/3% of the
total voting power, with all classes and series voting together as if a single
class, shall be required to constitute shareholder approval of such proposal, in
addition to any other vote required by these Articles or by the LBCL
notwithstanding the provisions of these Articles. If a special vote of any class
or series of shares is required under Section 31(C) of the LBCL (or any
successor provisions) to amend the Articles of Incorporation, the requisite vote
shall be the affirmative vote of holders of at least a majority of the voting
power present of such class or series.

/s/ William L. Henning, Jr.
-----------------------------------
WILLIAM L. HENNING, JR.
PRESIDENT

/s/ Thomas G. Henning
-----------------------------------
THOMAS G. HENNING
SECRETARY

-13-
<PAGE>

CERTIFICATE OF MERGER
BY AND BETWEEN
US UNWIRED INC., MERCURY CELLULAR TELEPHONE COMPANY
AND
MISSISSIPPI ONE CELLULAR TELEPHONE COMPANY

Pursuant to La. R.S. 12:112 G(b), the corporations described herein,
desiring to effect a merger, set forth the following facts:

ARTICLE I

The name of the corporation surviving the merger is: US Unwired Inc.

The names of the corporations not surviving the merger are: (a) Mercury
Cellular Telephone Company and (b) Mississippi One Cellular Telephone Company.

ARTICLE II

The resolutions adopted on June 23, 1998 of the Board of Directors of US
Unwired Inc. effecting the merger is attached hereto as Exhibit A, the
resolutions adopted on June 23, 1997 of the Board of Directors of Mercury
Cellular Telephone Company effecting the merger is attached hereto as Exhibit B
and the resolutions adopted on June 23, 1997 of the Board of Directors of
Mississippi One Cellular Telephone Company effecting the merger is attached
hereto as Exhibit C.

ARTICLE III

The number and ownership of shares of the Merging Corporation is as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Outstanding Shares Owner % Ownership
---- ------------------ ----- -----------
Mercury Cellular Telephone
Company 12,818 Common Shares US Unwired Inc. 100%
Mississippi One Cellular
Telephone Company 367,658 Common Shares US Unwired Inc. 100%
</TABLE>
ARTICLE IV

This Certificate of Merger will be effective upon filing with the
Secretary of State of the State of Louisiana.

<PAGE>

IN WITNESS WHEREOF, the undersigned being the President and Secretaries
of US Unwired, Inc., Mercury Cellular Telephone Company and Mississippi One
Cellular Telephone Company, execute this Certificate of Merger and verify,
subject to the penalties of perjury that the statements contained herein are
true and accurate, this 27th day of June, 1997.

WITNESSES:

/s/ Shelia King /s/ Robert Piper
- ------------------------------ ------------------------------
******************* ROBERT PIPER, President
US Unwired Inc.

/s/ Shelia King /s/ Robert Piper
- ------------------------------ ------------------------------
******************* ROBERT PIPER, President
Mercury Cellular Telephone Company

/s/ Shelia King /s/ Thomas G. Henning
- ------------------------------ ------------------------------
******************* THOMAS G. HENNING, President
Mississippi One Cellular Telephone
Company

/s/ Shelia King /s/ Thomas G. Henning
- ------------------------------ ------------------------------
******************* THOMAS G. HENNING, Secretary
US Unwired Inc.

/s/ Shelia King /s/ Thomas G. Henning
- ------------------------------ ------------------------------
******************* THOMAS G. HENNING, Secretary
Mercury Cellular Telephone Company

/s/ Shelia King /s/ Robert Piper
- ------------------------------ ------------------------------
******************* ROBERT PIPER, Secretary
Mississippi One Cellular Telephone
Company

<PAGE>

ACKNOWLEDGEMENT
OF
MERCURY CELLULAR TELEPHONE COMPANY

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority, personally came and appeared
Robert Piper and Thomas G. Henning, who, being duly sworn, declared and
acknowledged before me that they are the President and Secretary, respectively,
of Mercury Cellular Telephone Company and that in such capacity each was duly
authorized to and did execute the foregoing Certificate of Merger on behalf of
such Corporation, for the purposes therein expressed and as their and such
Corporation's free act and deed.

/s/ Robert Piper
-------------------------------
ROBERT PIPER, Appearer

/s/ Thomas G. Henning
-------------------------------
THOMAS G. HENNING, Apearer

SWORN TO AND SUBSCRIBED before me this 27th day of June, 1997.

/s/ Carolyn Nunez
-----------------
NOTARY PUBLIC

<PAGE>

ACKNOWLEDGEMENT
OF
MISSISSIPPI ONE CELLULAR TELEPHONE COMPANY

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority, personally came and appeared
Thomas G. Henning and Robert Piper, who, being duly sworn, declared and
acknowledged before me that they are the President and Secretary, respectively,
of Mississippi One Cellular Telephone Company and that in such capacity each was
duly authorized to and did execute the foregoing Certificate of Merger on behalf
of such Corporation, for the purposes therein expressed and ad their and such
Corporation's free act and deed.

/s/ Thomas G. Henning
-------------------------------
THOMAS G. HENNING, Appearer

/s/ Robert Piper
-------------------------------
ROBERT PIPER, Apearer

SWORN TO AND SUBSCRIBED before me this 27th day of June, 1997.

/s/ Carolyn Nunez
-----------------
NOTARY PUBLIC

My Commission Expires: Lifetime

<PAGE>

ACKNOWLEDGEMENT
OF
US UNWIRED TELEPHONE COMPANY

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority, personally came and appeared
Robert Piper and Thomas G. Henning, who, being duly sworn, declared and
acknowledged before me that they are the President and Secretary, respectively,
of US Unwired Inc. and that in such capacity each was duly authorized to and did
execute the foregoing Certificate of Merger on behalf of such Corporation, for
the purposes therein expressed and ad their and such Corporation's free act and
deed.

/s/ Robert Piper
-------------------------------
ROBERT PIPER, Apearer

/s/ Thomas G. Henning
-------------------------------
THOMAS G. HENNING, Appearer

SWORN TO AND SUBSCRIBED before me this 27th day of June, 1997.

/s/ Carolyn Nunez
-----------------
NOTARY PUBLIC

My Commission Expires: Lifetime

<PAGE>

EXHIBIT 3.7

Adopted
January 16, 1997

BY-LAWS

US UNWIRED INC.

SECTION 1

OFFICES

1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at CM Tower, Suite 1900, One Lakeshore Drive, Lake Charles, Louisiana
70629.

1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such other
places as the Board of Directors may from time to time determine or the business
of the Corporation may require.

SECTION 2

SHAREHOLDERS' MEETINGS

2.1 PLACE OF MEETINGS. Unless otherwise required by law or these By-Laws,
all meetings of the shareholders shall be held at the principal office of the
Corporation or at such other place, within or without the State of Louisiana, as
may be designated by the Board of Directors.

2.2 ANNUAL MEETINGS; NOTICE THEREOF. An annual meeting of the shareholders
shall be held each year on the date and at the time as the Board. of Directors
shall designate, for the purpose of electing directors and for the transaction
of such other business as may be properly brought before the meeting. If no
annual shareholders' meeting is held for a period of eighteen months, any
shareholder may call such meeting to be held at the registered office of the
Corporation as shown on the records of the Secretary of State of the State of
Louisiana.

2.3 SPECIAL MEETINGS. Special meetings of shareholders, for any purpose or
purposes, may be called in any manner set forth in the By-Laws. In addition, at
any time, upon the written request of any shareholder or group of

-1-
<PAGE>

shareholders holding in the aggregate at least (i) 60% of the total voting power
of any series or class, the Secretary of the Corporation shall call a special
meeting of shareholders of such series or class, or (ii) 60% of the total voting
power of the Corporation, the Secretary of the Corporation shall call a special
meeting of all shareholders of the Corporation. Any such special meeting shall
be held at the registered office of the Corporation at such time as the
Secretary may fix, not less than 15 nor more than 60 days after the receipt of
said request, and if the Secretary shall neglect or refuse to fix such time or
to give notice of the meeting, the shareholder or shareholders making the
request may do so. Such requests must state the specific purpose or purposes of
the proposed special meeting, and the business to be conducted thereat shall be
limited to such purpose or purposes. Except as set forth in this Article VII,
shareholders of the Corporation shall not have the right to call or have called
special meetings of the shareholders.

2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the authorized
person or persons calling a shareholders' meeting shall cause written notice of
the time, place and purpose of the meeting to be given to all shareholders
entitled to vote at such meeting, at least 10 days and not more than 60 days
prior to the day fixed for the meeting. Notice of the annual meeting need not
state the purpose or purposes thereof, unless action is to be taken at the
meeting as to which notice is required by law or the By-Laws. Notice of a
special meeting shall state the purpose or purposes thereof, and the business
conducted at any special meeting shall be limited to the purpose or purposes
stated in the notice.

2.5 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Secretary or by the agent of the Corporation having charge of transfers of
shares, showing the number and class of shares held by each such shareholder on
the record date for the meeting and confirming the number of votes per share as
to which each such shareholder is entitled, shall be produced on the request of
any shareholder.

2.6 QUORUM. A majority of the total votes of any class of Common Stock or
any series of preferred stock shall constitute a quorum with respect to any
matter requiring a vote of such class or series. A majority of the total votes
of any classes and/or series entitled to vote together as if a single class
shall constitute a quorum with respect to any matter requiring a vote of any
such classes and/or series voting as if a single class.

2.7 VOTING. Except as otherwise provided by the Articles of Incorporation
or as may be required by the Louisiana Business Corporation Law ("LBCL")
notwithstanding the provisions of the Articles, the Class A Common Stock and
Class B Common Stock shall vote together as a single class in the election of
Directors and with respect to any other matter for which shareholder action or
approval is required by the Articles or by the LBCL notwithstanding the
provisions of

-2-
<PAGE>

the Articles, even if action or approval of the Class A or Class B Common Stock
voting on such matter as a separate class is also required. Whether voting
together as a single class or voting by class, as the case may be, the Class A
Common Stock shall have one vote per share, and the Class B Common Stock shall
have ten votes per share.

2.8 PROXIES. At any meeting of the shareholders, every shareholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing executed by such shareholder and bearing a date not
more than eleven months prior to said meeting, unless said instrument provides
for a longer period, but in no case will an outstanding proxy be valid for
longer than three years from the date of its execution, provided, however, that
in no event may a proxy be voted at a meeting called pursuant to La. RS. 12:138
unless it is executed and dated by the shareholder within 30 days of the date of
such meeting. The person appointed as a proxy need not be a shareholder of the
Corporation.

2.9 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.

2.10 WITHDRAWAL. If a quorum is present or represented at a duly organized
shareholders' meeting, such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum as fixed in Section 2.6 of these By-Laws, or the refusal of any
shareholders to vote.

2.11 LACK OF QUORUM. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting to such time and place as
they may determine, subject, however, to the provisions of Section 2.9 hereof.
In the case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a quorum as
fixed in Section 2.6 hereof, shall nevertheless be deemed to constitute a quorum
for the purpose of electing directors.

-3-
<PAGE>

SECTION 3

Directors

3.1 NUMBER. All of the corporate powers shall be vested in, and the
business and affairs of the Corporation shall be managed by a Board of
Directors. Except as otherwise fixed by or pursuant to Article V of the Articles
of Incorporation (as it may be duly amended from time to time) relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect additional
directors by class vote, the Board of Directors shall consist of seven natural
persons, provided that, if after proxy materials for any meeting of shareholders
at which directors are to be elected are mailed to shareholders any person or
person named therein to be nominated at the direction of the Board of Directors
becomes unable or unwilling to serve, the foregoing number of authorized
directors shall be automatically reduced by a number equal to the number of such
persons unless the Board of Directors selects an additional nominee or nominees
to replace such persons. No director need be a shareholder. The Secretary shall
have the power to certify at any time as to the number of directors authorized
and as to the class to which each director has been elected or assigned.

3.2 POWERS. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things which are not by law, the Articles of
Incorporation or these By-Laws directed or required to be done by the
shareholders.

3.3 CLASSES. The Board of Directors shall be divided, with respect to the
time during which they shall hold office, into three classes as nearly equal in
number as possible, with the initial term of office of Class I directors
expiring at the annual meeting of shareholders to be held in 1997, of Class II
directors expiring at the next succeeding annual meeting of shareholders and of
Class III directors expiring at the second succeeding annual meeting of
shareholders, with all such directors to hold office until their successors are
elected and qualified. Any increase or decrease in the number of directors shall
be apportioned by the Board of Directors so that all classes of directors shall
be as nearly equal in number as possible. At each annual meeting of
shareholders, directors chosen to succeed those whose terms then expire shall be
elected to hold office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election and until successors
are duly elected and qualified.

3.4 GENERAL ELECTION. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

3.5 VACANCIES. Except as otherwise provided in the Articles of
Incorporation or these By-Laws, (a) the office of a director shall become vacant
if he

-4-
<PAGE>

dies, resigns or is duly removed from office and (b) the Board of Directors may
declare vacant the office of a director if he (i) is interdicted or adjudicated
an incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board of Directors becomes incapacitated by illness or other infirmity so that
he is unable to perform his duties for a period of six months or longer, or (iv)
ceases at any time to have the qualifications required by law, the Articles of
Incorporation or these By-Laws.

3.6 FILLING VACANCIES. Except as otherwise provided in the Articles of
Incorporation or Section 3.8 of these By-Laws, any vacancy on the Board
(including any vacancy resulting from an increase in the authorized number of
directors or from failure of the shareholders to elect the full number of
authorized directors) may, notwithstanding any resulting absence of a quorum of
directors, be filled by a majority vote of the Board of Directors remaining in
office, provided that the shareholders shall have the right, at any special
meeting called for such purpose prior to any such action by the Board, to fill
the vacancy. A director elected pursuant to this section shall serve until the
next shareholders' meeting held for the election of directors of the class to
which he shall have been appointed and until his successor is elected and
qualified.

3.7 NOTICE OF SHAREHOLDER NOMINEES. Except as otherwise provided in
Section 3.8 of these By-Laws, only persons who are nominated in accordance with
the procedures set forth in this section shall be eligible as directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders by or at the direction of
the Board of Directors or by any shareholder of record of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this section. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered or mailed and received at the
principal office of the Corporation not less than 45 days nor more than 90 days
prior to the meeting, provided, however, that in the event that less than 55
days notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be received
no later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. Such shareholder's notice shall set forth or include the following:

a. as to each person whom the shareholder proposes to nominate for
election or re-election as a director (i) the name, age, business address
and residential address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of capital
stock of the Corporation of which such person is the beneficial owner (as
defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934), (iv) such

-5-
<PAGE>

person's written consent to being named in the proxy statement as a nominee
and to serve as a director if elected and (v) any other information relating
to such person that would be required to be disclosed in solicitations of
proxies for election of directors, or would be otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934;
and

b. as to the shareholder of record giving the notice, (i) the name and
address of such shareholder and (b) the class and number of shares of
capital stock of the Corporation of which such shareholder is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934). If requested in writing by the Secretary of the
Corporation at least 15 days in advance of the meeting, such shareholder
shall disclose to the Secretary, within 10 days of such request, whether
such person is the sole beneficial owner of the shares held of record by
him, and, if not, the name and address of each other person known by the
shareholder of record to claim or have a beneficial interest in such
shares.

At the request of the Board of Directors, any person nominated by or at the
direction of the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. If a
shareholder seeks to nominate one or more persons as directors, the Secretary
shall appoint two inspectors, who shall not be affiliated with the Corporation,
to determine whether the shareholder has complied with this section. If the
inspectors shall determine that the shareholder has not complied with this
section, the defective nomination shall be disregarded and the inspectors shall
direct the Chairman of the meeting to declare at the meeting that such
nomination was not made in accordance with the procedures prescribed by the
Articles of Incorporation and these By-Laws.

3.8 DIRECTORS ELECTED BY PREFERRED SHAREHOLDERS. Notwithstanding anything
in these By-Laws to the contrary, whenever the holders of any one or more
classes or series of stock having a preference over the Common Stock as to
dividends or upon liquidation shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the provisions of the
Articles of Incorporation (as they may be duly amended from time to time fixing
the rights and preferences of such preferred stock) shall govern with respect to
the nomination, election term, removal, vacancies or other related matters with
respect to such directors.

3.9 COMPENSATION OF DIRECTORS. Directors shall receive such compensation
for their services, in their capacity as directors, as may be fixed by
resolution of the Board of Directors, provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

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SECTION 4

MEETINGS OF THE BOARD

4.1 PLACE OF MEETINGS. The meetings of the Board of Directors may be held
at such place within or without the State of Louisiana as a majority of the
directors may from time to time appoint.

4.2 INITIAL MEETINGS. The first meeting of each newly elected Board shall
be held immediately following the annual shareholders' meeting at which the
Board or any class thereof, is elected and at the same place as the annual
meeting, and no notice of such first meeting shall be necessary for the newly
elected directors in order to legally constitute the meeting.

4.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held at
such times as the Board may from time to time determine. Notice of regular
meetings of the Board of Directors shall be required, but no special form of
notice or time of notice shall be necessary.

4.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be called
by the Chairman of the Board or the President on reasonable notice given to each
director, either personally or by telephone, mail, telex, telecopy or any other
comparable form of facsimile communication. Special meetings shall be called by
the Secretary in like manner and on like notice on the written request of a
majority of the directors and if the officer fails or refuses, or is unable
within 24 hours to call a meeting when requested, then the directors making the
request may call the meeting on two days' written notice given to each director.
The notice of a special meeting of directors need not state its purpose or
purposes. But if the notice states a purpose or purposes and does not state a
further purpose to consider such other business as may properly come before the
meeting, the business to be conducted at the special meeting shall be limited to
the purpose or purposes stated in the notice.

4.5 WAIVER OF NOTICE. Directors present at any regular or special meeting
shall be deemed to have received, or to have waived, due notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.9 hereof) shall not be deemed to have received or waived
due notice if, at the beginning of the meeting, he objects to the transaction
of any business because the meeting is not lawfully called.

4.6 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law,
the Articles of Incorporation or these By-Laws, the acts of a majority of the
directors present at a duly called meeting at which a quorum is present shall be
the acts of the

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Board. If a quorum is not present at any meeting of the Board of Directors, the
directors present may adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum is present.

4.7 WITHDRAWAL. If a quorum was present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.6 hereof, until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum
as fixed in Section 4.6 hereof or the refusal of any director present to vote.

4.8 ACTION BY CONSENT. Any action that may be taken at a meeting of the
Board, or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or committee.

4.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS. Members of the Board
may participate at and be present at any meeting of the Board or any committee
thereof by means of conference telephone or similar communications equipment if
all persons participating in such meeting can hear and communicate with each
other.

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SECTION 5

COMMITTEES OF THE BOARD

5.1 GENERAL. The Board may designate one or more committees, each committee
to consist of two or more of the directors of the Corporation (and one or more
directors may be named as alternate members to replace any absent or
disqualified regular members), which, to the extent provided by resolution of
the Board or these By-Laws, shall have and may exercise the powers of the Board
in the management of the business and affairs of the Corporation; and may have
power to authorize the seal of the Corporation to be affixed to documents, but
no such committee shall have power or authority to amend the Articles of
Incorporation, adopt an agreement of merger, consolidation or share exchange,
recommend to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's assets, recommend to the shareholders a
dissolution of the Corporation or a revocation of dissolution, remove or
indemnify directors, or amend these By-Laws; and unless the resolution expressly
so provides, no such committee shall have the power or authority to declare a
dividend or authorize the issuance of stock. Such committee or committees shall
have such name or names as may be stated in these By-Laws, or as may be
determined, from time to time by the Board. Any vacancy occurring in any such
committee shall be filled by the Board, but the President may designate another
director to serve on the committee pending action by the Board. Each such
committee shall hold office during the term of the Board.

5.2 COMPENSATION COMMITTEE. The Board shall establish and maintain a
Compensation Committee consisting of three or more directors, none of whom shall
be an employee of the Company or any of its subsidiaries, and each of whom shall
meet any further qualifications designated by the Board. The Compensation
Committee shall perform such services as may be designated by the Board.

5.3 AUDIT COMMITTEE. The Board shall establish an Audit Committee
consisting of at least three directors, a majority of whom are not officers or
employees of the Corporation or any of its subsidiaries. The Audit Committee
shall (i) serve as a focal point for communications between the Corporation's
directors, management, independent accountants and internal auditing personnel,
as their duties relate to financial accounting, reporting and controls, (ii)
assist the Board of Directors in fulfilling its fiduciary responsibilities as to
accounting policies and reporting practices of the Corporation and all
subsidiaries and the sufficiency of auditing practices with respect thereto, in
part, by reviewing the scope of audit coverage, including consideration of the
Corporation's accounting practices and procedures and system of internal
accounting controls and reporting to the Board with respect thereto, (iii)
operate as the Board's principal agent in ensuring the independence of the
Corporation's independent accountants, the integrity of management and the

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adequacy of disclosure to shareholders, and (iv) perform such other services as
may be designated by the Board.

SECTION 6

REMOVAL OF BOARD MEMBER

The shareholders, by vote of a majority of the shares that would be
entitled to elect the successor to the removed director, may remove from
office any one or more of the directors, notwithstanding that his or their terms
of office may not have expired, and may at such meeting elect one or more
successors, as the case may be, for the unexpired term.

SECTION 7

NOTICES

7.1 FORM OF DELIVERY. Whenever under the provisions of law, the Articles of
Incorporation or these By-Laws notice is required to be given to any shareholder
or director, it shall not be construed to mean personal notice unless otherwise
specifically provided in the Articles of Incorporation or these By-Laws, but
such notice may be given by mail, addressed to such shareholder or director at
his address as it appears on the records of the Corporation, with postage
thereon prepaid, or in such other manner as may be specified in these By-Laws.
Notices given by mail shall be deemed to have been given at the time they are
deposited in the United States mail, and all other notices shall be deemed to
have been given upon receipt.

7.2 WAIVER. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-Laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.

SECTION 8

OFFICERS

8.1 DESIGNATIONS. The officers of the Corporation shall be elected by the
directors and shall be the Chairman of the Board, President, Secretary and
Treasurer. The Board of Directors may appoint a Chief Executive Officer, one or
more Vice

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Presidents and such other officers as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board. More than one
office maybe may be held by one person, provided that no person holding more
than one office may sign, in more than one capacity, any certificate or other
instrument required by law to be signed by two officers.

8.2 TERM OF OFFICE. The officers of the Corporation shall hold office at
the pleasure of the Board of Directors. Except as otherwise provided in the
resolution of the Board of Directors electing any officer, each officer shall
hold office until the first meeting of the Board of Directors after the annual
meeting of shareholders next succeeding his or her election and until his or her
successor is elected and qualified or until his or her earlier resignation or
removal. Any officer may resign at any time upon written notice to the Board,
Chairman of the Board, President or Secretary of the Corporation. Such
resignation shall take effect at the time specified therein and acceptance of
such resignation shall not be necessary to make it effective. The Board may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officers, if any, with the
Corporation, but the election of an officer shall not in and of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled for the unexpired portion
of the term by the Board at any regular or special meeting.

8.3 THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
meetings of the Board of Directors and the shareholders and perform such other
duties as may be designated by the Board of Directors or these By-Laws. He shall
be an ex-officio member of all committees of the Board of Directors, except that
he shall be a full member entitled to all the rights and privileges appertaining
thereto with respect to committees on which he is named a full member.

8.4 THE PRESIDENT. The President shall, subject to the powers of the
Chairman of the Board, have general and active management of the business
of the Corporation, shall, unless otherwise provided by the Board, be the chief
executive and chief operating officer of the Corporation, shall supervise the
daily operations of the business of the Corporation and shall ensure that all
orders, policies and resolutions of the Board are carried out.

8.5 THE VICE PRESIDENTS. The Vice-Presidents (if any) shall perform such
duties as the President or the Board of Directors shall prescribe.

8.6 THE SECRETARY. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose. He shall give,
or cause to be given, notice of all meetings of the shareholders and regular and
special meetings of

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the Board, and shall perform such other duties as may be prescribed by the Board
or President. He shall keep in safe custody the seal of the Corporation, if any,
and affix the same to any instrument requiring it.

8.7 THE TREASURER. The Treasurer shall have the custody of the corporate
funds and shall keep or cause to be kept full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all
monies and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
He shall keep a proper accounting of all receipts and disbursements and shall
disburse the funds of the Corporation only for proper corporate purposes or as
may be ordered by the Board and shall render to the President and the Board at
the regular meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition and results
of operations of the Corporation.

SECTION 9

STOCK

9.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President or a Vice President and
the Secretary or an Assistant Secretary evidencing the number and class (and
series, if any) of shares owned by him, containing such information as required
by law and bearing the seal of the Corporation. If any stock certificate is
manually signed by a transfer agent or registrar other than the Corporation
itself or an employee of the Corporation, the signature of any such officer may
be a facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be an officer, transfer agent or registrar of the Corporation before
such certificate is issued, it may be issued by the Corporation with the same
effect as if such person or entity were an officer, transfer agent or registrar
of the Corporation on the date of issue.

9.2 MISSING CERTIFICATES. The President or any Vice President may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the Corporation's receipt of an affidavit of that
fact from the person claiming the certificate of stock to be lost, stolen or
destroyed. As a condition precedent to the issuance of a new certificate or
certificates, the officers of the Corporation shall, unless dispensed with by
the President, require the owner of such lost, stolen or destroyed certificate
or certificates, or his legal representative, to (i) give the Corporation a
bond or (ii) enter into a written indemnity agreement, in each case in an
amount appropriate to indemnify the Corporation against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

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9.3 TRANSFERS. Upon compliance with the transfer restrictions contained in
the Articles of Incorporation and surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

SECTION 10

DETERMINATION OF SHAREHOLDERS

10.1 RECORD DATE. For the purpose of determining shareholders entitled to
notice of and to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a reclassification
of stock, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a record date for
determination of shareholders for such purpose, such date to be not more than 60
days and, if fixed for the purpose of determining shareholders entitled to
notice of and to vote at a meeting, not less than 10 days, prior to the date on
which the action requiring the determination of shareholders is to be taken.

10.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation and its directors, officers and agents may recognize and treat a
person registered on its records as the owner of shares, as the owner in fact
thereof for all purposes, and as the person exclusively entitled to have and to
exercise all rights and privileges incident to the ownership of such shares, and
the Corporation's rights under this section shall not be affected by any actual
or constructive notice which the Corporation, or any of its directors, officers
or agents, may have to the contrary.

SECTION 11

INDEMNIFICATION

11.1 DEFINITIONS. As used in this section the following terms shall have
the meanings set forth below:

(a) "Board" - the Board of Directors of the Corporation.

(b) "Claim" - any threatened, pending or completed claim, action, suit, or
proceeding, whether civil, criminal, administrative or investigative and
whether made judicially or extra judicially, or any separate issue or matter
therein, as the context requires.

(c) "Determining Body" - (i) those members of the Board who are not
named as parties to the Claim for which indemnification is being sought
("Impartial

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Directors") if there are at least three Impartial Directors, (ii) a committee of
at least three Impartial Directors appointed by the Board (regardless whether
the members of the Board of Directors voting on such appointment are Impartial
Directors) or (iii) if there are fewer than three Impartial Directors or if the
Board of Directors or the committee appointed pursuant to clause (ii) of this
paragraph so directs (regardless whether the members thereof are Impartial
Directors), independent legal counsel, which may be the regular outside counsel
of the Corporation.

(d) "Disbursing Officer" - the President of the Corporation or, if the
President is a party to the Claim for which indemnification is being sought, any
officer not a party to such Claim who is designated by the President to be the
Disbursing Officer with respect to indemnification requests related to the
Claim, which designations shall be made promptly after receipt of the initial
request for indemnification with respect to such Claim.

(e) "Expenses" - any expenses or costs (including, without limitation,
attorney's fees, judgments, punitive or exemplary damages, fines and amounts
paid in settlement).

(f) "Indemnitee" - each person who is or was a director or officer of the
Corporation.

11.2 INDEMNITY.

(a) To the extent such Expenses exceed the amounts reimbursed or paid
pursuant to policies of liability insurance maintained by the Corporation, the
Corporation shall indemnify each Indemnitee against any Expenses actually and
reasonably incurred by him (as they are incurred) in connection with any Claim
either against him or as to which he is involved solely as a witness or person
required to give evidence, by reason of his position (i) as director or officer
of the Corporation, (ii) as a director or officer of any subsidiary of the
Corporation or as a fiduciary with respect to any employee benefit plan of the
Corporation, or (iii) as a director, officer, partner, employee or agent of
another Corporation, partnership, joint venture, trust or other for-profit or
not-for-profit entity or enterprise, if such position is or was held at the
request of the Corporation, whether relating to service in such position before
or after the effective date of this Section , if he (i) is successful in his
defense of the Claim on the merits or otherwise or (ii) has been found by the
Determining Body (acting in good faith) to have met the Standard of Conduct
(defined below); provided that (A) the amount otherwise payable by the
Corporation may be reduced by the Determining Body to such amount as it deems
proper if it determines that the Claim involved the receipt of a personal
benefit by Indemnitee, and (B) no indemnification shall be made in respect of
any Claim as to which Indemnitee shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for willful or intentional misconduct in the performance of his duty to the
Corporation or

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to have obtained an improper personal benefit, unless, and only to the extent
that, a court shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnity for such Expenses as the court deems
proper.

(b) The Standard of Conduct is met when the conduct by an Indemnitee with
respect to which a Claim is asserted was conduct that was in good faith and that
he reasonably believed to be in, or not opposed to, the best interest of the
Corporation, and, in the case of a criminal action or proceeding, that he had no
reasonable cause to believe was unlawful. The termination of any Claim by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that Indemnitee did
not meet the Standard of Conduct.

(c) Promptly upon becoming aware of the existence of any Claim as to which
he may be indemnified hereunder, Indemnitee shall notify the President of the
Corporation of the Claim and whether he intends to seek indemnification
hereunder. If such notice indicates that Indemnitee does so intend, the
President shall promptly advise the Board thereof and notify the Board that the
establishment of the Determining Body with respect to the Claim will be a matter
presented at the next regularly scheduled meeting of the Board. After the
Determining Body has been established the President shall inform the Indemnitee
thereof and Indemnitee shall immediately provide the Determining Body with all
facts relevant to the Claim known to him. Within 60 days of the receipt of such
information, together with such additional information as the Determining Body
may request of Indemnitee, the Determining Body shall determine, and shall
advise Indemnitee of its determination, whether Indemnitee has met the Standard
of Conduct.

(d) During such 60-day period, Indemnitee shall promptly inform the
Determining Body upon his becoming aware of any relevant facts not theretofore
provided by him to the Determining Body, unless the Determining Body has
obtained such facts by other means.

(e) In the case of any Claim not involving a proposed, threatened or
pending criminal proceeding,

(i) if Indemnitee has, in the good faith judgment of the Determining
Body, met the Standard of Conduct, the Corporation may, in its sole discretion
after notice to Indemnitee, assume all responsibility for the defense of the
Claim, and, in any event, the Corporation and the Indemnitee each shall keep
the other informed as to the progress of the defense, including prompt
disclosure of any proposals for settlement; provided that if the Corporation is
a party to the Claim and Indemnitee reasonably determines that there is a
conflict between the positions of the Corporation and Indemnitee with respect
to the Claim, then Indemnitee shall be entitled to conduct his defense, with
counsel of his choice; and provided further that Indemnitee shall in

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any event be entitled at his expense to employ counsel chosen by him to
participate in the defense of the Claim; and

(ii) the Corporation shall fairly consider any proposals by
Indemnitee for settlement of the Claim. If the Corporation (A) proposes a
settlement acceptable to the person asserting the Claim, or (B) believes a
settlement proposed by the person asserting the Claim should be accepted,
it shall inform Indemnitee of the terms thereof and shall fix a reasonable
date by which Indemnitee shall respond. If Indemnitee agrees to such
terms, he shall execute such documents as shall be necessary to effect the
settlement. If he does not agree he may proceed with the defense of the
Claim in any manner he chooses, but if he is not successful on the merits
or otherwise, the Corporation's obligation to indemnify him for any
Expenses incurred following his disagreement shall be limited to the lesser
of (A) the total Expenses incurred by him following his decision not to
agree to such proposed settlement or (B) the amount the Corporation would
have paid pursuant to the terms of the proposed settlement. If, however,
the proposed settlement would impose upon indemnitee any requirement to act
or refrain from acting that would materially interfere with the conduct of
his affairs, Indemnitee may refuse such settlement and proceed with the
defense of the Claim, if he so desires, at the Corporation's expense
without regard to the limitations imposed by the preceding sentence. In no
event, however, shall the Corporation be obligated to indemnify Indemnitee
for any amount paid in a settlement that the Corporation has not approved.

(f) In the case of a Claim involving a proposed, threatened or pending
criminal proceeding, Indemnitee shall be entitled to conduct the defense of the
Claim, and to make all decisions with respect thereto, with counsel of his
choice, provided, however, that the Corporation shall not be obligated to
indemnify Indemnitee for an amount paid in settlement that the Corporation has
not approved.

(g) After notifying the Corporation of the existence of a Claim,
Indemnitee may from time to time request the Corporation to pay the Expenses
(other than judgments, fines, penalties or amounts paid in settlement) that he
incurs in pursuing a defense of the Claim prior to the time that the
Determining Body determines whether the Standard of Conduct has been met. If
the Disbursing Officer believes the amount requested to be reasonable, he shall
pay to Indemnitee the amount requested (regardless of Indemnitee's apparent
ability to repay such amount) upon receipt of an undertaking by or on behalf of
Indemnitee to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation under the circumstances. If
the Disbursing Officer does not believe such amount to be reasonable, the
Corporation shall pay the amount deemed by him to be reasonable and Indemnitee
may apply directly to the Determining Body for the remainder of the amount
requested.

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(h) After the Determining Body has determined that the Standard of Conduct
was met, for so long as and to the extent that the Corporation is required to
indemnify Indemnitee under this Agreement, the provisions of Paragraph (g) shall
continue to apply with respect to Expenses incurred after such time except that
(i) no undertaking shall be required of Indemnitee and (ii) the Disbursing
Officer shall pay to Indemnitee such amount of any fines, penalties or judgments
against him which have become final as the Corporation is obligated to indemnify
him.

(i) Any determination by the Corporation with respect to settlements of a
Claim shall be made by the Determining Body.

(j) The Corporation and Indemnitee shall keep confidential, to the extent
permitted by law and their fiduciary obligations, all facts and determinations
provided or made pursuant to or arising out of the operation of this Section,
and the Corporation and Indemnitee shall instruct its or his agents and
employees to do likewise.

11.3 ENFORCEMENT.

(a) The rights provided by this Section shall be enforceable by Indemnitee
in any court of competent jurisdiction.

(b) If Indemnitee seeks a judicial adjudication of his rights under this
Section, Indemnitee shall be entitled to recover from the Corporation, and shall
be indemnified by the Corporation against any and all Expenses actually and
reasonably incurred by him in connection with such proceeding but only if he
prevails therein. If it shall be determined that Indemnitee is entitled to
receive part but not all of the relief sought, then the Indemnitee shall be
entitled to be reimbursed for all Expenses incurred by him in connection with
such judicial adjudication if the amount to which he is determined to be
entitled exceeds 50% of the amount of his claim. Otherwise, the Expenses
incurred by Indemnitee in connection with such judicial adjudication shall be
appropriately prorated.

(c) In any judicial proceeding described in this subsection, the
Corporation shall bear the burden of proving that Indemnitee is not entitled to
any Expenses sought with respect to any Claim.

11.4 SAVING CLAUSE.

If any provision of this Section is determined by a court having
jurisdiction over the matter to require the Corporation to do or refrain from
doing any act that is in violation of applicable law, the court shall be
empowered to modify or reform such provision so that, as modified or reformed,
such provision provides the maximum indemnification permitted by law, and such
provision, as so modified or reformed,

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and the balance of this Section, shall be applied in accordance with their
terms. Without limiting the generality of the foregoing, if any portion of this
Section shall be invalidated on any ground, the Corporation shall nevertheless
indemnify an Indemnitee to the full extent permitted by any applicable portion
of this Section that shall not have been invalidated and to the full extent
permitted by law with respect to that portion that has been invalidated.

11.5 NON-EXCLUSIVITY.

(a) The indemnification and advancement of Expenses provided by or granted
pursuant to this Section shall not be deemed exclusive of any other rights to
which Indemnitee is or may become entitled under any statute, article of
incorporation, by-law, authorization of shareholders or directors, agreement, or
otherwise.

(b) It is the intent of the Corporation by this Section to indemnify and
hold harmless Indemnitee to the fullest extent permitted by law, so that if
applicable law would permit the Corporation to provide broader indemnification
rights than are currently permitted, the Corporation shall indemnify and hold
harmless Indemnitee to the fullest extent permitted by applicable law
notwithstanding that the other terms of this Section would provide for lesser
indemnification.

11.6 SUCCESSORS AND ASSIGNS. This Section shall be binding upon the
Corporation, its successors and assigns, and shall inure to the benefit of the
Indemnitee's heirs, personal representatives, and assigns and to the benefit of
the Corporation, its successors and assigns.

11.7 INDEMNIFICATION OF OTHER PERSONS. The Corporation may indemnify any
person not covered by Sections 11.1 through 11.6 to the extent provided in a
resolution of the Board or a separate section of these By-Laws.

SECTION 12

AMENDMENTS

12.1 ADOPTION OF BY-LAWS; AMENDMENTS THEREOF. By-Laws of the
Corporation may be adopted only by a majority vote of the Board of Directors.
By-Laws may be amended or repealed only by (i) a two-thirds vote of the Board of
Directors, or (ii) the affirmative vote of the holders of at least two-thirds of
the total voting power, voting together as a single class, that is present or
represented at any regular or special meeting of shareholders, the notice of
which expressly states that the proposed amendment or repeal is to be considered
at the meeting.

12.2 NEW BY-LAWS; AMENDMENTS. Any purported amendment to these By-Laws
which would add hereto a matter not expressly covered herein prior to such

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purported amendment shall be deemed to constitute the adoption of a By-law
provision and not an amendment to the By-Laws.

SECTION 13

MISCELLANEOUS

13.1 DIVIDENDS. Except as otherwise provided by law or the Articles of
Incorporation, dividends upon the stock of the Corporation may be declared by
the Board of Directors at any regular or special meeting. Dividends may be paid
in cash, property, or in shares of stock, subject to the limitations specified
in the Articles of Incorporation.

13.2 VOTING of SHARES OWNED BY CORPORATION. Unless otherwise directed by
the Board, any shares of capital stock issued by a wholly-owned subsidiary of
the Corporation may be voted by the President of the Corporation at any
shareholders' meeting of the subsidiary (or in connection with any written
consent in lieu thereof).

13.3 CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. Signatures of the
authorized signatories may be by facsimile.

13.4 FISCAL YEAR. The Board of Directors may adopt for and on behalf of
the Corporation a fiscal or a calendar year.

13.5 SEAL. The Board of Directors may adopt a corporate seal, which shall
have inscribed thereon the name of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. Failure to affix the seal shall not, however, affect the validity of
any instrument.

13.6 GENDER. All pronouns and variations thereof used in these By-Laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to may require.

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1999 ANNUAL MEETING OF
THE BOARD OF DIRECTORS
OF
US UNWIRED, INC.

The annual meeting of the Board of Directors of US Unwired, Inc., was held
January 25, 1999, at 101 E. Thomas Street, Sulphur, Louisiana at 1:00 PM.

The following directors were present:

William L. Henning, Jr.
John A. Henning
Thomas G. Henning
William L. Henning
Robert Piper

Which constitute all of the Directors of the Corporation.

William L. Henning, Jr., Chairman of the Board, acted as Chairman of the
meeting and Thomas G. Henning, Secretary of the Corporation, acted as Secretary
of the meeting.

The Chairman stated that the items on the agenda for the annual meeting was
to take action and discuss the following:

A. Adoption of an amendment to the By-Laws of the Corporation

B. Nomination and election of officers.

After general discussion of the officers of the Corporation, the following
individuals set forth below were nominated as officers. There being no further
nominations, the individuals set forth below were, upon motion duly made,
seconded, and unanimously carried, duly elected and declared officers of the
Corporation as set forth below.

William L. Henning, Jr. Chairman of the Board and
Chief Executive Officer

Robert Piper President

Thomas G. Henning Secretary-Treasurer

After general discussion of the proposed amendment to the By-Laws of the
Corporation, the following resolution was unanimously approved:

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<PAGE>

WHEREAS, the Board of Directors recognizes that the William T. Henning
family owns a majority of the stock in the Company.

WHEREAS, it would serve the Company's best interests if a family policy
pertaining to the employment by the Company of the heirs of William T. Henning
be adopted, be it

RESOLVED, that Section 13 of the By-Laws of the Company shall be amended to
include the following subsection:

"SECTION 13.7 - FAMILY EMPLOYMENT POLICY

PURPOSE

This policy defines the procedures, process, and criteria that govern how
members of the "Family" enter and exit from the company. "Family" is
defined as all lineal descendants of Mr. W.T. Henning and their spouses.
This Employment Policy is intended to remove any ambiguity that currently
exists due to lack of a comprehensive policy so that interested Family
members can make the necessary choices concerning education and
professional skills and shape their career paths accordingly. However, this
Employment Policy shall not be applicable now or in the future to any
Family members who are employed by a Company on a full-time basis on
February 1, 1999.

Philosophy

Cameron Communications Corporation, US Unwired Inc., and related companies
(the "Company" or "Companies") and the family ownership of the Companies
are committed to members of the Family and descendants being responsible,
productive, and well-educated citizens who practice a strong work ethic
and make constructive contributions to the local community and the world
at large. Each member is encouraged to develop and use self-supporting,
marketable skills that contribute to the enhancement of his/her self-
esteem and independence. In order for a Family member to be employed in a
Company, there must be a legitimate job and the skills to match.

Family and management subscribe to the philosophy that the opportunity to
be employed in the Companies must be earned; it is not a birthright. It is
the policy of the Companies to search out and employ, at all levels,
individuals who have the ability to manage relationships, who show
evidence of ability and willingness to take initiative, who exhibit self-
confidence and high self-esteem, and who are

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<PAGE>

both independent and responsible in managing their lives and their jobs. The
Companies will succeed best when professional and technical competence is the
criterion for entrance to employment. Further, high-level competence must be
supported by a sustained performance record. All Family members may not be happy
working in the lines of business a Company pursues and each should seek
employment that uses their skills to the maximum of their ability. This can be
within a Company or elsewhere. Family members who remain in the business should
do so because their talents, interests and abilities fit with the needs of a
Company. Family members who cannot meet these standards will be happiest when
employed elsewhere.

General Conditions

A. With respect to Family employment, there are generally two levels
recognized: 1) Part-time and Summer employment; 2) Full time
employment.

B. Part-time or summer jobs will be generally available to all Family
members attending school. Positions will be commensurate with skills
and Company needs.

C. For full time employment, employment outside of the Companies is required
for all Family prior to working for a Company. Such employment is the
desired method of developing the qualifications for employment with a
Company. A minimum of three to five years outside employment is required
along with positive job reviews.

D. Immediately prior to working for a Company, a Family member must have
been employed by the same employer (or its successor in interest) for a
minimum of three consecutive years.

E. General requirements for any job will be the same for Family as with other
applicants (college degree, work experience, favorable work references,
etc.).

F. All Family members applying for a job will be offered a position with the
Company if they meet the qualifications for the particular position in
question. The Family member will be selected over other candidates for the
position only if they are equal to or superior in their qualifications.

G. All Family members are expected to meet the same level of performance
required of non-Family employees. They will be subject to the same
performance reviews and rules as other employees for promotion or
termination. Promotion will be based strictly on merit.

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<PAGE>

H. Before any Family member is hired for any position, other than part-time or
summer, the executive committee of the Company (or the Board of
Directors if there is no executive committee) hiring the Family member
must be consulted and must give their approval.

I. Compensation for Family members will be the same as for a non-Family member
of equal skill and performance holding the same position.

J. Whenever possible, Family members will be evaluated and supervised by non-
Family members.

Applying for a Position

Family members who wish to apply for a position must make their interest known
in writing to the President or Human Relations Director of the Company. When a
position becomes available, only Family members who have expressed an interest
in employment in writing will be informed of the opportunity. They may then
complete the normal application forms and submit the application for appropriate
processing and consideration.

Succession

The size of the Company necessitates that many key management positions be
filled by non-Family executives. To provide incentive for these employees to
remain with the firm and to excel in their positions, opportunity for
advancement must be available to them. No key management positions are reserved
for family members. All positions in the firm, including President/CEO, will be
filled by the most qualified person available without regard to their Family
status.

There being no further business before the Board, the meeting was adjourned

/s/ Thomas G.Henning
-------------------------------------
THOMAS G. HENNING,
Secretary

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<PAGE>

EXHIBIT 3.8

US UNWIRED INC.

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

US Unwired Inc., a Louisiana corporation (the "Corporation"), through
-----------
its undersigned President and Secretary, hereby certifies that:

1. On February 7, 2000, the Board of Directors of the Corporation
(the "Board of Directors") adopted, pursuant to Section 33A of the Business
------------------
Corporation Law of Louisiana (the "LBCL"), the following amendment to Article
----
III of its Articles of Incorporation (the "Articles of Incorporation") to
-------------------------
establish and fix the preferences, limitations and relative rights of a series
of preferred stock, and authorized the delivery of these Articles of Amendment
to the Secretary of State for filing pursuant to Section 32B of the LBCL.

2. Article III of the Articles of Incorporation is amended to add a
new Paragraph L to read in its entirety as follows:

"L. Of the 40,000,000 shares of authorized no par value per share Preferred
Stock, 50,000 shares shall constitute a separate series of Preferred Stock with
the voting powers and the preferences and rights hereinafter set forth.

Section 1. Designation and Number.
----------------------

(a) The shares of such series shall be designated as Senior
Redeemable Convertible Preferred Stock, Series B (the "Series B Preferred
------------------
Stock"). The number of shares initially constituting the Preferred Stock shall
- -----
be 50,000, which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; provided, however, that such number
-------- -------
may not be decreased below the number of then outstanding shares of Preferred
Stock.

(b) The Series B Preferred Stock shall, with respect to rights on
liquidation, dissolution or winding up, rank prior to all classes and series of
Junior Stock (as defined below) of the Corporation now or hereafter authorized
including, without limitation, the Common Stock, and on a par with all classes
and series of Parity Stock (as defined below) of the Corporation now or
hereafter authorized, including, without limitation, the Series A Preferred
Stock.

Section 2. Dividends and Distributions.
---------------------------

Each holder of shares of Series B Preferred Stock shall be entitled
to receive dividends and other distributions (including, without limitation, any
options, warrants or
<PAGE>

other rights to acquire capital stock of the Corporation whether or not pursuant
to a shareholder rights plan, "poison pill" or similar arrangement, or other
property or assets) on a parity with each holder of Common Stock. Such dividends
and distributions shall be payable on each share of Series B Preferred Stock in
an amount equal to the dividends per share payable on the number of shares of
Common Stock into which such share of Series B Preferred Stock would be
convertible under Section 8 hereof on the record date for determining
eligibility to receive such dividends, or if no record date is established, on
the date such dividends are actually paid.

Section 3. Voting Rights.
-------------

In addition to any voting rights provided by law, the holders of
shares of Series B Preferred Stock shall have the following voting rights:

(a) So long as the Series B Preferred Stock is outstanding, each
share of Series B Preferred Stock shall entitle the holder thereof to vote, in
person or by proxy, at a special or annual meeting of stockholders, on all
matters voted on by holders of the class of Common Stock into which the Series B
Preferred Stock is then convertible voting together as a single class with other
shares of such class of Common Stock entitled to vote thereon. With respect to
any such vote, each share of Series B Preferred Stock shall entitle the holder
thereof to cast that number of votes per share as is equal to the number of
votes that such holder would be entitled to cast had such holder converted his
shares of Series B Preferred Stock into shares of such class of Common Stock
pursuant to Section 8 on the record date for determining the stockholders of the
Corporation eligible to vote on any such matters.

(b) Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of at least
two thirds of the outstanding shares of Series B Preferred Stock, voting with
the holders of Series A Preferred Stock as a single class, in person or by
proxy, at a special or annual meeting of stockholders called for the purpose,
shall be necessary to:

(i) authorize, increase the number of shares of, or issue any
class of capital stock pari passu or senior to the Series B Preferred Stock as
---- -----
to dividends or liquidation preference (including additional shares of Series B
Preferred Stock) and including any other preferred stock (whether or not junior
as to dividends and liquidation preference) having mandatory or optional
redemption dates prior to January 31, 2010;

(ii) authorize, adopt or approve an amendment to the Charter
that would increase or decrease the par value of the shares of Series B
Preferred Stock, or adversely alter or change the powers, preferences or special
rights of the shares of Series B Preferred Stock, or otherwise affect the rights
of the shares of the Series B Preferred Stock adversely, including, without
limitation, the liquidation preference provisions;

(iii) approve any sale or merger of a Material Subsidiary;
<PAGE>

(iv) approve any sale of the Corporation's equity interest in
Meretel, or approve any consent that the Corporation is entitled to give by vote
or otherwise in favor of any merger, reorganization, consolidation or
recapitalization (or similar transaction) of Meretel, or a sale of all or
substantially all of the assets of Meretel;

(v) approve any Change of Control in which a vote of the
Common Stock of the Company would be required; or

(vi) approve any merger, reorganization, consolidation or
recapitalization (or similar transaction) of the Corporation, or sale of all or
substantially all of the assets of the Corporation in which a vote of the Common
Stock of the Company would be required.

Notwithstanding the voting rights provided in this Section 3(b), unless the
consent or approval of a greater number of shares shall then be required by law,
the affirmative vote of the holders of at least two thirds of the outstanding
shares of Series B Preferred Stock, voting separately as a single class, in
person or by proxy, at a special or annual meeting of stockholders called for
that purpose, shall be necessary to take any of the action described in Section
3(b)(ii) if such action would have an adverse effect on the holders of Series B
Preferred Stock and would not have an adverse effect on the holders of Series A
Preferred Stock.

(c)(i) At each meeting of stockholders at which the holders of shares
of Series B Preferred Stock shall have the right, voting separately as a single
class, to take any action, the presence in person or by proxy of the holders of
record of one third of the total number of shares of Series B Preferred Stock
then outstanding and entitled to vote on the matter shall be necessary and
sufficient to constitute a quorum. At any such meeting or at any adjournment
thereof:

(A) the absence of a quorum of the holders of shares of
Series B Preferred Stock shall not prevent the election of directors, and the
absence of a quorum of the holders of shares of any other class or series of
capital stock shall not prevent the taking of any action as provided in this
Section 3; and

(B) in the absence of a quorum of the holders of shares
of Series B Preferred Stock, a majority of the holders of such shares present in
person or by proxy shall have the power to adjourn the meeting as to the actions
to be taken by the holders of shares of Series B Preferred Stock from time to
time and place to place without notice other than announcement at the meeting
until a quorum shall be present.

(ii) At each meeting of stockholders at which the holders of
shares of Series B Preferred Stock shall have the right, voting with the Series
A Preferred Stockholders as a single class, to take any action, the presence in
person or by proxy of the
<PAGE>

holders of record of one third of the total number of shares of Preferred Stock
then outstanding and entitled to vote on the matter shall be necessary and
sufficient to constitute a quorum. At any such meeting or at any adjournment
thereof:

(A) the absence of a quorum of the holders of shares of
Preferred Stock shall not prevent the election of directors, and the absence of
a quorum of the holders of shares of any other class or series of capital stock
shall not prevent the taking of any action as provided in this Section 3; and

(B) in the absence of a quorum of the holders of shares of
Preferred Stock, a majority of the holders of such shares present in person or
by proxy shall have the power to adjourn the meeting as to the actions to be
taken by the holders of shares of Preferred Stock from time to time and place to
place without notice other than announcement at the meeting until a quorum shall
be present.

(iii) For taking of any action as provided in Section 3(b) by the
holders of shares of Series B Preferred Stock, each such holder shall have one
vote for each share of such stock standing in his name on the transfer books of
the Corporation as of any record date fixed for such purpose or, if no such date
be fixed, at the close of business on the Business Day next preceding the day on
which notice is given, or if notice is waived, at the close of business on the
Business Day next preceding the day on which the meeting is held; provided,
--------
however, that shares of Series B Preferred Stock held by the Corporation or any
- -------
Affiliate of the Corporation shall not be deemed to be outstanding for purposes
of taking any action as provided in this Section 3.

Section 4. Certain Restrictions.
--------------------

(a) Whenever the Corporation shall not have converted Series B
Preferred Stock at a time required by Section 8 or 10, at such time and
thereafter until all conversion obligations provided in Section 8 or 10 that
have come due shall have been satisfied, or whenever the Corporation shall not
have redeemed shares of Series B Preferred Stock at a time required by Section
5, at such time and thereafter until all redemption obligations provided in
Section 5 that have come due shall have been satisfied or all necessary funds
have been set apart for payment, the Corporation shall not: (i) declare or pay
dividends, or make any other distributions, on any shares of Junior Stock or
(ii) declare or pay dividends, or make any other distributions, on any shares of
Parity Stock.

(b) Whenever the Corporation shall not have converted shares of
Series B Preferred Stock at a time required by Section 8 or 10 at such time and
thereafter until all conversion obligations provided in Section 8 or 10 that
have come due shall have been satisfied, or whenever the Corporation shall not
have redeemed shares of Series B Preferred Stock at a time required by Section
5, at such time and thereafter until all redemption obligations provided in
Section 5 that have come due shall have been satisfied or all necessary funds
have been set apart for payment, the Corporation shall not redeem, purchase
<PAGE>

or otherwise acquire for consideration any shares of Junior Stock or Parity
Stock; provided, however, that (A) the Corporation may accept shares of any
-------- -------
Senior Stock, Parity Stock or Junior Stock for conversion into Junior Stock, (B)
the Corporation may at any time redeem, purchase or otherwise acquire shares of
any Parity Stock pursuant to any mandatory redemption, put, sinking fund or
other similar obligation contained in such Parity Stock, pro rata with the
Series B Preferred Stock in proportion to the total amount then required to be
applied by the Corporation to redeem, repurchase, or otherwise acquire shares of
Series B Preferred Stock and shares of such Parity Stock, and (C) the
Corporation may at any time redeem, purchase or otherwise acquire shares of its
capital stock in accordance with Article III(F) of the Articles of Incorporation
of the Corporation.

(c) The Corporation shall not permit any Subsidiary of the
Corporation, or cause any other Person, to purchase or otherwise acquire for
consideration any shares of capital stock of the Corporation unless the
Corporation could, pursuant to Section 4(b), purchase such shares at such time
and in such manner.

Section 5. Redemption.
----------

(a) On January 31, 2010 (the "Redemption Date"), the Corporation
---------------
shall redeem all of the shares of Series B Preferred Stock then outstanding, at
a price per share (the "Redemption Price") equal to (A) the Stated Value, plus
----------------
(B) an amount per share equal to all declared and unpaid dividends thereon, to
the Redemption Date, in immediately available funds.

(b) Notice of any redemption of shares of Series B Preferred Stock
pursuant to Section 5(a) shall be given by publication in a newspaper of general
circulation in the Borough of Manhattan, The City of New York (if such
publication shall be required by applicable law, rule, regulation or securities
exchange requirement), not less than 30, nor more than 60, days prior to the
date fixed for redemption. In any case, a similar notice shall be mailed at
least 30, but not more than 60, days prior to the date fixed for redemption to
each holder of shares of Series B Preferred Stock to be redeemed, at such
holder's address as it appears on the transfer books of the Corporation. In
order to facilitate the redemption of shares of Series B Preferred Stock, the
Board of Directors may fix a record date for the determination of shares of
Series B Preferred Stock to be redeemed, or may cause the transfer books of the
Corporation for the Series B Preferred Stock to be closed, not more than 60 days
or less than 30 days prior to the date fixed for such redemption.

(c) At any time after a notice of redemption shall have been mailed
and before the Redemption Date, the Corporation shall deposit for the benefit of
the holders of shares of Series B Preferred Stock to be redeemed the funds
necessary for such redemption with a bank or trust company having a capital and
surplus of at least $200,000,000. Any moneys so deposited by the Corporation and
unclaimed at the end of one year from the date designated for such redemption
shall revert to the general funds of the Corporation. After such reversion, any
such bank or trust company, upon demand, shall pay over to the Corpora-
<PAGE>

tion such unclaimed amounts and thereupon such bank or trust company shall be
relieved of all responsibility in respect thereof and any holder of shares of
Series B Preferred Stock to be redeemed shall look only to the Corporation for
the payment of the Redemption Price, subject to Article VIII of the Charter and
applicable laws relating to abandoned property. In the event that moneys are
deposited pursuant to this Section 5(c) in respect of shares of Series B
Preferred Stock that are converted in accordance with the provisions of Section
8, such moneys shall, upon such conversion, revert to the general funds of the
Corporation and, upon demand, such bank or trust company shall pay over to the
Corporation such moneys and shall be relieved of all responsibilities to the
holders of such converted shares in respect thereof. Any interest accrued on
funds deposited pursuant to this Section 5(c) shall be paid from time to time to
the Corporation for its own account.

(d) Notice of redemption having been given as aforesaid, upon the
deposit of funds pursuant to Section 5(c) in respect of shares of Series B
Preferred Stock to be redeemed pursuant to Section 5(a), notwithstanding that
any certificates for such shares shall not have been surrendered for
cancellation, from and after the Redemption Date (i) the shares represented
thereby shall no longer be deemed outstanding, (ii) the rights to receive
dividends thereon shall cease to accrue, and (iii) all rights of the holders of
shares of Series B Preferred Stock to be redeemed shall cease and terminate,
excepting only the right to receive the Redemption Price therefor and the right
to convert such shares into shares of Common Stock until the close of business
on the Redemption Date, in accordance with Section 8; provided, however, that if
-------- -------
the Corporation shall default in the payment of the Redemption Price, the shares
of Series B Preferred Stock that were to be redeemed shall thereafter be deemed
to be outstanding and the holders thereof shall have all of the rights of a
holder of Series B Preferred Stock until such time as such default shall no
longer be continuing or shall have been waived by holders of at least a majority
of the then outstanding shares of Series B Preferred Stock.

Section 6. Reacquired Shares.
-----------------

Any shares of Series B Preferred Stock converted, exchanged,
redeemed, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares of Series B Preferred Stock shall upon their cancellation become
authorized but unissued shares of preferred stock, no par value, of the
Corporation and, upon the filing of an appropriate Certificate of Designation
with the Secretary of State of the State of Louisiana, may be reissued as part
of another series of preferred stock, no par value, of the Corporation, but in
any event may not be reissued as shares of Series B Preferred Stock unless all
of the shares of Series B Preferred Stock issued on the Issue Date shall have
already been redeemed or converted.
<PAGE>

Section 7. Liquidation, Dissolution or Winding Up.
--------------------------------------

(a) If the Corporation shall commence a voluntary case under the
United States bankruptcy laws or any applicable bankruptcy, insolvency or
similar law of any other country, or consent to the entry of an order for relief
in an involuntary case under any such law or to the appointment of a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other similar
official) of the Corporation or of any substantial part of its property, or make
an assignment for the benefit of its creditors, or admit in writing its
inability to pay its debts generally as they become due or if a decree or order
for relief in respect of the Corporation shall be entered by a court having
jurisdiction in the premises in an involuntary case under the United States
bankruptcy laws or any applicable bankruptcy, insolvency or similar law of any
other country, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and on account of any such event the Corporation shall liquidate,
dissolve or wind up, or if the Corporation shall otherwise liquidate, dissolve
or wind up (any such event, a "Liquidation"), no distribution shall be made to
-----------
the holders of shares of Junior Stock unless, prior thereto, the holders of
shares of Series B Preferred Stock shall have received an amount per share of
Series B Preferred Stock equal to the greater of (i) the Stated Value, plus all
declared and unpaid dividends to the date of distribution, or (ii) the proceeds
in Liquidation that the holders of Series B Preferred Stock would have received
in respect of all shares of Common Stock issuable to such holders upon
conversion of a share of Series B Preferred Stock owned by such holders,
assuming that such share of Series B Preferred Stock owned by such holders had
been converted into shares of Common Stock in accordance with Section 8
immediately prior to the Liquidation (such greater amount being the "Series B
--------
Preferred Stock Liquidation Amount").
- ----------------------------------

(b) Notwithstanding the foregoing, if the assets distributable upon a
Liquidation shall be insufficient to pay in full the Series B Preferred Stock
Liquidation Amount on all shares of Series B Preferred Stock outstanding and any
amount payable to the holders of Parity Stock, then all of the assets available
after payment of any amounts payable on the Senior Stock shall be distributed
among the holders of the Series B Preferred Stock and the Parity Stock ratably
in proportion to the respective amounts of the assets to which they would
otherwise be entitled.

(c) Neither the consolidation or merger of the Corporation with or
into any other Person nor the sale or other distribution to another Person of
all or substantially all the assets, property or business of the Corporation,
shall be deemed to be a liquidation, dissolution or winding up of the
Corporation for purposes of this Section 7.
<PAGE>

Section 8. Voluntary Conversion.
--------------------

(a) Any holder of Series B Preferred Stock shall have the right, at
its option, at any time and from time to time, to convert, subject to the terms
and provisions of this Section 8, any or all of such holder's shares of Series B
Preferred Stock into such number of fully paid and non-assessable shares of
Class A Common Stock as is equal, subject to Section 8(g), to the product of the
number of shares of Series B Preferred Stock being so converted multiplied by
the quotient of (i) Stated Value divided by (ii) the Conversion Price (as
defined below) then in effect, except that with respect to any shares which
shall be called for redemption, such right shall terminate at the close of
business on the date of redemption for such shares, unless in any such case the
Corporation shall default in payment due upon redemption thereof. The
"Conversion Price" shall be $26.55, subject to adjustment as set forth in
----------------
Section 8(d). Such conversion right shall be exercised by the surrender of the
shares to be converted to the Corporation at any time during usual business
hours at its principal place of business to be maintained by it, accompanied by
written notice that the holder elects to convert such shares and specifying the
name or names (with address) in which a certificate or certificates for shares
of Class A Common Stock are to be issued and (if so required by the Corporation)
by a written instrument or instruments of transfer in form reasonably
satisfactory to the Corporation duly executed by the holder or its duly
authorized legal representative and transfer tax stamps or funds therefor, if
required pursuant to Section 8(k). All shares of Series B Preferred Stock
surrendered for conversion shall be delivered to the Corporation for
cancellation and canceled by it and no shares of Series B Preferred Stock shall
be issued in lieu thereof.

(b) As promptly as practicable after the surrender, as herein
provided, of any shares of Series B Preferred Stock for conversion pursuant to
Section 8(a), the Corporation shall deliver to the holder of such shares so
surrendered, a certificate or certificates representing the number of fully paid
and non-assessable shares of Class A Common Stock into which such shares of
Series B Preferred Stock may be or have been converted in accordance with the
provisions of this Section 8. Subject to the following provisions of this
paragraph and of Section 8(d), such conversion shall be deemed to have been made
immediately prior to the close of business on the date that such shares of
Series B Preferred Stock shall have been surrendered in satisfactory form for
conversion, and the Person or Persons entitled to receive the Class A Common
Stock deliverable upon conversion of such shares of Series B Preferred Stock
shall be treated for all purposes as having become the record holder or holders
of such Class A Common Stock at such time, and such conversion shall be at the
Conversion Price in effect at such time; provided, however, that no surrender
-------- -------
shall be effective to constitute the Person or Persons entitled to receive the
Class A Common Stock deliverable upon such conversion as the record holder or
holders of such Class A Common Stock while the share transfer books of the
Corporation shall be closed (but not for any period in excess of five days), but
such surrender shall be effective to constitute the Person or Persons entitled
to receive such Class A Common Stock as the record holder or holders thereof for
all purposes immediately prior to the close of business on the next succeeding
day on which such share transfer books are open, and such
<PAGE>

conversion shall be deemed to have been made at, and shall be made at the
Conversion Price in effect at, such time on such next succeeding day.

(c) To the extent permitted by law, when shares of Series B Preferred
Stock are converted, all dividends which have been declared and are unpaid on
the Series B Preferred Stock so converted to the date of conversion shall be
immediately due and payable and must accompany the shares of Class A Common
Stock issued upon such conversion.

(d) The Conversion Price shall be subject to adjustment as follows:

(i) If the Corporation shall, at any time or from time to time,
(A) pay a dividend or make a distribution (other than a dividend or distribution
paid to holders of Series B Preferred Stock in the manner provided in Section 2)
on the outstanding shares of Common Stock in capital stock (which, for purposes
of this Section 8(d) shall include, without limitation, any options, warrants or
other rights to acquire capital stock) of the Corporation, (B) subdivide the
outstanding shares of Common Stock into a larger number of shares, (C) combine
the outstanding shares of Common Stock into a smaller number of shares, or (D)
issue any shares of its capital stock in a reclassification of any or all
classes of Common Stock, then, and in each such case, the Conversion Price in
effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of any
share of Series B Preferred Stock thereafter surrendered for conversion shall be
entitled to receive the number of shares of Class A Common Stock or other
securities of the Corporation that such holder would have owned or would have
been entitled to receive upon or by reason of any of the events described above,
had such share of Series B Preferred Stock been converted immediately prior to
the occurrence of such event. An adjustment made pursuant to this Section
8(d)(i) shall become effective retroactively (A) in the case of any such
dividend or distribution, to a date immediately following the close of business
on the record date for the determination of holders of Common Stock entitled to
receive such dividend or distribution, or (B) in the case of any such
subdivision, combination or reclassification, to the close of business on the
day upon which such corporate action becomes effective.

(ii) If the Corporation shall, at any time or from time to time,
issue shares of Common Stock (or securities convertible into or exchangeable for
Common Stock, or any options, warrants or other rights to acquire shares of
Common Stock) for a consideration per share less than the Conversion Price per
share of Common Stock then in effect at the record date or Issuance Date (as
defined below), as the case may be (the "Date"), referred to in the following
----
sentence (treating the price per share of any security convertible or
exchangeable or exercisable into Common Stock as equal to (A) the sum of the
price for such security convertible, exchangeable or exercisable into Common
Stock plus any additional consideration payable (without regard to any anti-
dilution adjustments) upon the conversion, exchange or exercise of such security
into Common Stock divided by (B) the number of shares of Common Stock initially
underlying such convertible, exchangeable or exercisable security), then, and in
each such case, the Conversion Price then in effect shall
<PAGE>

be adjusted by dividing the Conversion Price in effect on the day immediately
prior to the Date by a fraction (x) the numerator of which shall be the sum of
the number of shares of Common Stock outstanding on the Date plus the number of
additional shares of Common Stock issued or to be issued (or the maximum number
into which such convertible or exchangeable securities initially may convert or
exchange or for which such options, warrants or other rights initially may be
exercised) and (y) the denominator of which shall be the sum of the number of
shares of Common Stock outstanding on the Date plus the number of shares of
Common Stock which the aggregate consideration for the total number of such
additional shares of Common Stock so issued or be issued upon the conversion,
exchange or exercise of such convertible or exchangeable securities or options,
warrants or other rights (plus the aggregate amount of any additional
consideration initially payable upon such conversion, exchange or exercise of
such security) would purchase at the Conversion Price on the Date. Such
adjustment shall be made whenever such shares, securities, options, warrants or
other rights are issued, and shall become effective retroactively to a date
immediately following the close of business (1) in the case of issuance to
stockholders of the Corporation, as such, on the record date for the
determination of stockholders entitled to receive such shares, securities,
options, warrants or other rights and (2) in all other cases, on the date of
such issuance ("Issuance Date"); provided that:
------------- --------

(A) the determination as to whether an adjustment is required to
be made pursuant to this Section 8(d)(ii) shall be made upon the issuance of
such shares or such convertible or exchangeable securities, options, warrants or
other rights;

(B) if any convertible or exchangeable securities, options,
warrants or other rights (or any portions thereof) which shall have given rise
to an adjustment pursuant to this Section 8(d)(ii) shall have expired or
terminated without the exercise thereof and/or if by reason of the terms of such
convertible or exchangeable securities, options, warrants or other rights there
shall have been an increase or increases, with the passage of time or otherwise,
in the price payable upon the exercise or conversion thereof, then the
Conversion Price hereunder shall be readjusted (but to no greater extent than
originally adjusted) on the basis of (x) eliminating from the computation any
additional shares of Common Stock corresponding to such convertible or
exchangeable securities, options, warrants or other rights as shall have expired
or terminated, (y) treating the additional shares of Common Stock, if any,
actually issued or issuable pursuant to the previous exercise of such
convertible or exchangeable securities, options, warrants or other rights as
having been issued for the consideration actually received and receivable
therefor, and (z) treating any of such convertible or exchangeable securities,
options, warrants or other rights which remain outstanding as being subject to
exercise or conversion on the basis of such exercise or conversion price as
shall be in effect at this time; and

(C) no adjustment in the Conversion Price shall be made pursuant
to this Section 8(d)(ii) as a result of any issuance of securities by the
Corporation in respect of which an adjustment to the Conversion Price is made
pursuant to Section 8(d)(i).
<PAGE>

(iii) If the Corporation shall, at any time or from time to time,
distribute to all holders of shares of its Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Corporation is the resulting or surviving corporation and the Common Stock is
not changed or exchanged) cash, evidences of indebtedness of the Corporation or
another issuer, securities of the Corporation or another issuer or other assets
(excluding (A) dividends or distributions paid or made to holders of shares of
Series B Preferred Stock in the manner provided in Section 2, and (B) dividends
payable in shares of Common Stock for which adjustment is made under Section
8(d)(i)) or rights or warrants to subscribe for or purchase securities of the
Corporation (excluding those referred to in Section 8(d)(ii) or those in respect
of which an adjustment in the Conversion Price is made pursuant to Section
8(d)(i) or (ii)), then, and in each such case, the Conversion Price then in
effect shall be adjusted by dividing the Conversion Price in effect immediately
prior to the date of such distribution by a fraction (x) the numerator of which
shall be the Market Price of the Common Stock on the record date referred to
below and (y) the denominator of which shall be such Market Price of the Common
Stock less the then Fair Market Value (as determined by the Board of Directors
of the Corporation) of the portion of the cash, evidences of indebtedness,
securities or other assets so distributed or of such subscription rights or
warrants applicable to one share of Common Stock (but such denominator not to be
less than one). Such adjustment shall be made whenever any such distribution is
made and shall become effective retroactively to a date immediately following
the close of business on the record date for the determination of stockholders
entitled to receive such distribution.

(iv) If the Corporation, at any time or from time to time, shall
take any action affecting its Common Stock similar to or having an effect
similar to any of the actions described in any of Section 8(d)(i) through
Section 8(d)(iii), inclusive, or Section 8(h) (but not including any action
described in any such Section) and the Board of Directors of the Corporation in
good faith determines that it would be equitable in the circumstances to adjust
the Conversion Price as a result of such action, then, and in each such case,
the Conversion Price shall be adjusted in such manner and at such time as the
Board of Directors of the Corporation in good faith determines would be
equitable in the circumstances (such determination to be evidenced in a
resolution, a certified copy of which shall be mailed to the holders of the
Series B Preferred Stock).

(v) Notwithstanding anything herein to the contrary, no
adjustment under this Section 8(d) need be made to the Conversion Price unless
such adjustment would require an increase or decrease equal to at least 1% of
the Conversion Price then in effect. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment, which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease equal to at least 1% of such
Conversion Price. Any adjustment to the Conversion Price carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series B Preferred Stock pursuant hereto.
<PAGE>

(vi) Notwithstanding anything to the contrary contained herein,
no adjustment under this Section 8(d) shall be made upon the issuance of shares
of Common Stock upon the exercise of up to 2,000 options with respect to Common
Stock with an exercise price of $6.00 per share.

(e) If the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, and shall thereafter and before the distribution to stockholders
thereof legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment in the Conversion Price then in
effect shall be required by reason of the taking of such record.

(f) Upon any increase or decrease in the Conversion Price, then, and
in each such case, the Corporation promptly shall deliver to each registered
holder of Series B Preferred Stock at least five Business Days prior to
effecting any of the foregoing transactions, a certificate, signed by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Corporation, setting forth in
reasonable detail the event requiring the adjustment and the method by which
such adjustment was calculated and specifying the increased or decreased
Conversion Price then in effect following such adjustment.

(g) No fractional shares or scrip representing fractional shares
shall be issued upon the conversion of any shares of Series B Preferred Stock.
If more than one share of Series B Preferred Stock shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock issuable upon conversion thereof shall be computed on the basis of the
aggregate Stated Value of the shares of Series B Preferred Stock so surrendered.
If the conversion of any share or shares of Series B Preferred Stock results in
a fraction, an amount equal to such fraction multiplied by the Current Market
Price of the Common Stock on the Business Day preceding the day of conversion
shall be paid to such holder in cash by the Corporation.

(h) In case of any capital reorganization or reclassification or
other change of outstanding shares of Common Stock (other than a change in par
value, or from par value to no par value, or from no par value to par value), or
in case of any consolidation or merger of the Corporation with or into another
Person (other than a consolidation or merger in which the Corporation is the
resulting or surviving Person and which does not result in any reclassification
or change of outstanding Common Stock) (any of the foregoing, a "Transaction"),
-----------
the Corporation, or such successor or purchasing Person, as the case may be,
shall execute and deliver to each holder of Series B Preferred Stock at least
ten Business Days prior to effecting any of the foregoing Transactions a
certificate that the holder of each share of Series B Preferred Stock then
outstanding shall have the right thereafter to convert such share of Series B
Preferred Stock into the kind and amount of shares of stock or other securities
(of the Corporation or another issuer) or property or cash receivable upon such
Transaction by a holder of the number of shares of Common Stock into which such
share of Series B Preferred Stock could have been converted immediately prior to
such Transaction.
<PAGE>

Such certificate shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
8. If, in the case of any such Transaction, the stock, other securities, cash or
property receivable thereupon by a holder of Common Stock includes shares of
stock or other securities of a Person other than the successor or purchasing
Person and other than the Corporation, which controls or is controlled by the
successor or purchasing Person or which, in connection with such Transaction,
issues stock, securities, other property or cash to holders of Common Stock,
then such certificate also shall be executed by such Person, and such Person
shall, in such certificate, specifically acknowledge the obligations of such
successor or purchasing Person to issue such stock, securities, other property
or cash to the holders of Series B Preferred Stock upon conversion of the shares
of Series B Preferred Stock as provided above. The provisions of this Section
8(h) and any equivalent thereof in any such certificate similarly shall apply to
successive Transactions.

(i) In case at any time or from time to time:

(i) the Corporation shall declare a dividend (or any other
distribution) on its Common Stock;

(ii) the Corporation shall authorize the granting to the
holders of its Common Stock of rights or warrants to subscribe for or purchase
any shares of stock of any class or of any other rights or warrants;

(iii) there shall be any reclassification of the Common Stock,
or any consolidation or merger to which the Corporation is a party and for which
approval of any shareholders of the Corporation is required, or any sale or
other disposition of all or substantially all of the assets of the Corporation;
or

(iv) there shall be any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;

then the Corporation shall mail to each holder of shares of Series B Preferred
Stock at such holder's address as it appears on the transfer books of the
Corporation, as promptly as possible but in any event at least ten days prior to
the applicable date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights are to be determined, or (y) the date on which such reclassification,
consolidation, merger, sale, conveyance, dissolution, liquidation or winding up
is expected to become effective. Such notice also shall specify the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for shares of stock or other securities or property
or cash deliverable upon such reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation or winding up.
<PAGE>

(j) The Corporation shall at all times reserve and keep available
for issuance upon the conversion of the Series B Preferred Stock pursuant to
Section 8(a) or 10(a), such number of its authorized but unissued shares of
Common Stock as will from time to time be sufficient to permit the conversion of
all outstanding shares of Series B Preferred Stock, and shall take all action
required to increase the authorized number of shares of Common Stock if at any
time there shall be insufficient authorized but unissued shares of Common Stock
to permit such reservation or to permit the conversion of all outstanding shares
of Series B Preferred Stock.

(k) The issuance or delivery of certificates for Common Stock upon
the conversion of shares of Series B Preferred Stock pursuant to Section 8(a) or
10(a) or other securities shall be made without charge to the converting holder
of shares of Series B Preferred Stock for such certificates or for any tax in
respect of the issuance or delivery of such certificates or the securities
represented thereby, and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions of
federal and state securities laws) in such names as may be directed by, the
holders of the shares of Series B Preferred Stock converted; provided, however,
-------- -------
that the Corporation shall not be required to pay any transfer tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
such certificate in a name other than that of the holder of the shares of Series
B Preferred Stock converted, and the Corporation shall not be required to issue
or deliver such certificate unless or until the Person or Persons requesting the
issuance or delivery thereof shall have paid to the Corporation the amount of
such transfer tax or shall have established to the reasonable satisfaction of
the Corporation that such transfer tax has been paid.

Section 9. Certain Remedies.
----------------

Any registered holder of Series B Preferred Stock shall be entitled
to an injunction or injunctions to prevent breaches of the provisions of this
Certificate of Designation and to enforce specifically the terms and provisions
of this Certificate of Designation in any court of the United States or any
state thereof having jurisdiction, this being in addition to any other remedy to
which such holder may be entitled at law or in equity.

Section 10. Mandatory Conversion.
--------------------

(a) If the Corporation requires the holders of Series A Preferred
Stock to convert their shares of Series A Preferred Stock into Common Stock
pursuant to Section 10 of Paragraph K of Article III of the Articles of
Incorporation of the Corporation (or would be entitled to require such
conversion under such Section 10 were the Series A Preferred Stock outstanding),
the Corporation shall have the right, at its sole option and election, to
require all the holders of Series B Preferred Stock to convert all (but not less
than all) of their shares of Series B Preferred Stock into such number of fully
paid and non-assessable shares of Class A Common Stock as is equal, subject to
Section 8(g), to the
<PAGE>

product of the number of shares of Series B Preferred Stock being so converted
multiplied by the quotient of (i) the Stated Value per share divided by (ii)
the Conversion Price in effect on the date of conversion pursuant to this
Section 10 (the "Mandatory Conversion").
--------------------

(b) To the extent permitted by law, when shares of Series B
Preferred Stock are converted, all dividends declared and unpaid on the Series B
Preferred Stock so converted to the date of conversion shall be immediately due
and payable and must accompany the shares of Common Stock issued upon such
conversion.

(c) Notice of a conversion of shares of Series B Preferred Stock
pursuant to Section 10(a) shall be given by publication in a newspaper of
general circulation in the Borough of Manhattan, The City of New York (if such
publication shall be required by applicable law, rule, regulation or securities
exchange requirement), not less than 30, nor more than 60, days prior to the
date fixed by the Corporation for such mandatory conversion (the "Mandatory
---------
Conversion Date") and a similar notice shall be mailed at least 30, but not more
- ---------------
than 60 days prior to the Mandatory Conversion Date to each holder at such
holder's address as it appears on the transfer books of the Corporation. In
order to facilitate the conversion of shares of Series B Preferred Stock
hereunder the Board of Directors may fix a record date for the determination of
shares of Series B Preferred Stock to be converted, or may cause the transfer
books of the Corporation for the Series B Preferred Stock to be closed, not more
than 60 or less than 30 days prior to the Mandatory Conversion Date.

(d) Unless otherwise agreed, on or prior to the Mandatory
Conversion Date, the Corporation shall deposit for the benefit of the holders of
shares of Series B Preferred Stock to be converted the shares of Common Stock
and cash in the amount of declared and unpaid dividends (the "Dividends")
---------
necessary for such conversion with a bank or trust company having a capital and
surplus of at least $200,000,000. Any shares of Common Stock and Dividends so
deposited by the Corporation and unclaimed at the end of one year from the date
designated for such conversion shall revert to the Corporation. After such
reversion, any such bank or trust company shall, upon demand, return to the
Corporation such unclaimed shares of Common Stock and Dividends and thereupon
such bank or trust company shall be relieved of all responsibility in respect
thereof and any holder of shares of Series B Preferred Stock to be converted
shall look only to the Corporation for the delivery of the shares of Common
Stock and Dividends, subject to Article VIII of the Charter and applicable laws
relating to abandoned property. In the event that shares of Common Stock and
Dividends are deposited pursuant to this Section 10(e) in respect of shares of
Series B Preferred Stock that are converted prior to the Mandatory Conversion
Date in accordance with the provisions of Section 8, such shares of Common Stock
and Dividends shall, upon such conversion, revert to the Corporation and, upon
demand, such bank or trust company shall return to the Corporation such shares
of Common Stock and Dividends and shall be relieved of all responsibilities to
the holders of such converted shares in respect thereof. Any dividends accrued
on shares of Common Stock deposited pursuant to this Section 10(e) shall accrue
for the accounts of, and be payable to, the holders of shares of
<PAGE>

Series B Preferred Stock to be exchanged therefor. Any interest accruing on the
Dividends shall be for the benefit and be payable to the Corporation.

(e) Notice of Mandatory Conversion having been given as aforesaid,
upon the deposit of shares of Common Stock and Dividends pursuant to Section
10(e) in respect of shares of Series B Preferred Stock to be converted pursuant
to Section 10(a), notwithstanding that any certificates for such shares shall
not have been surrendered for cancellation, from and after the Mandatory
Conversion Date (i) the shares represented thereby shall no longer be deemed
outstanding, (ii) the rights to receive dividends thereon shall cease to accrue,
and (iii) all rights of the holders of shares of Series B Preferred Stock to be
converted shall cease and terminate, excepting only the right to receive the
shares of Common Stock and Dividends and the right to convert such Series B
Preferred Stock into shares of Common Stock until the close of business on the
Mandatory Conversion Date, in accordance with Section 8; provided, however, that
-------- -------
if the Corporation shall default in the execution and delivery of the shares of
Common Stock or Dividends, the shares of Series B Preferred Stock that were to
be converted shall thereafter be deemed to be outstanding and the holders
thereof shall have all of the rights of a holder of Series B Preferred Stock
until such time as such default shall no longer be continuing or shall have been
waived by holders of at least a majority of the then outstanding shares of
Series B Preferred Stock.

Section 11. Definitions.
-----------

For the purposes of this Amendment, the following terms shall have
the meanings indicated:

"Affiliate" shall have the meaning ascribed to such term in Rule
---------
12b-2 of the General Rules and Regulations under the Exchange Act; provided that
--------
"Affiliate" shall not include the Purchaser or any Affiliate of the Purchaser.

"Business Day" shall mean any day other than a Saturday, Sunday or
------------
other day on which commercial banks in The City of New York, New York are
authorized or required by law or executive order to close.

"Change of Control" shall mean:
-----------------

(a) any Person or "group" (within the meaning of Section 13(d)(3)
of the Exchange Act), other than a Principal Shareholder, becoming the
beneficial owner, directly or indirectly, of outstanding shares of stock of the
Corporation entitling such Person or Persons to exercise 50% or more of the
total votes entitled to be cast at a regular or special meeting, or by action by
written consent, of the stockholders of the Corporation in the election of
directors (the term "beneficial owner" shall be determined in accordance with
Rule 13d-3 of the Exchange Act);
<PAGE>

(b) a majority of the Board of Directors of the Corporation
consisting of Persons other than Continuing Directors;

(c) the sale or other disposition of all or substantially all
the assets of the Corporation in one transaction or in a series of related
transactions; or

(d) any transaction occurring, the result of which is that the
Common Stock is not required to be registered under Section 12 of the Exchange
Act and that the holders of Common Stock do not receive common stock of the
Person surviving such transaction which is required to be registered under
Section 12 of the Exchange Act.

"Charter" shall mean the Articles of Incorporation of the
-------
Corporation.

"Class A Common Stock" shall mean the Class A common stock, par
--------------------
value $0.01 per share, of the Corporation.

"Class B Common Stock" shall mean the Class B common stock, par
--------------------
value $0.01 per share, of the Corporation.

"Common Stock" shall mean the Class A Common Stock, the Class B
------------
Common Stock and each other class of capital stock, of the Corporation that does
not have a preference over any other class of capital stock of the Corporation
as to dividends or upon liquidation, dissolution or winding up of the
Corporation and, in each case, shall include any other class of capital stock of
the Corporation into which such stock is reclassified or reconstituted.

"Continuing Director" shall mean any member of the Board of
-------------------
Directors as of the date hereof and any other member of the Board of Directors
who shall be recommended or elected to succeed a Continuing Director by a
majority of Continuing Directors who are the members of the Board of Directors
or by the holders of the Series A Preferred Stock.

"Current Market Price" per share shall mean, on any date specified
--------------------
herein for the determination thereof, (a) the average daily Market Price of the
Common Stock for those days during the period of 20 days, ending on such date,
which are Trading Days, and (b) if the Common Stock is not then listed or
admitted to trading on any national securities exchange or quoted in the over-
the-counter market, the Market Price on such date. For purposes of this
definition, the Class A and Class B shares will be treated as one class of
Common Stock having no distinctions between them.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Securities and Exchange Commission
thereunder.
<PAGE>

"Fair Market Value" shall mean the amount which a willing buyer,
-----------------
under no compulsion to buy, would pay a willing seller, under no compulsion to
sell, in an arm's-length transaction.

"IPO Date" shall mean the date on which the Corporation (i)
--------
becomes a "reporting company," as defined under Section 12(g) of the Exchange
Act, with all of its filings with the Securities and Exchange Commission being
current, and (ii) has completed one or more underwritten offerings of Common
Stock registered under Securities Act of 1933, as amended, with at least $50
million, in the aggregate, of gross proceeds to the Corporation.

"Issue Date" shall mean the original date of issuance of shares of
----------
Series B Preferred Stock to the holders pursuant to the Securities Purchase
Agreement.

"Junior Stock" shall mean any capital stock of the corporation
------------
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock including, without limitation, the
Common Stock.

"LA Unwired" means Louisiana Unwired, LLC, a Louisiana limited
----------
liability company.

"LEC Unwired" means LEC Unwired, LLC, a Louisiana limited
-----------
liability company.

"Material Subsidiary" shall mean LA Unwired, LEC Unwired, Unwired
-------------------
Telecom or Texas Unwired or any other Subsidiaries of the Corporation that are
"material subsidiaries" as that term is defined in Regulation S-X promulgated
under the Securities Act of 1933, as amended.

"Market Price" shall mean, per share of Common Stock on any date
------------
specified herein: (a) the closing price per share of the Common Stock on such
date published in The Wall Street Journal or, if no such closing price on such
-----------------------
date is published in The Wall Street Journal, the average of the closing bid and
-----------------------
asked prices on such date, as officially reported on the principal national
securities exchange on which the Common Stock is then listed or admitted to
trading; (b) if the Common Stock is not then listed or admitted to trading on
any national securities exchange but is designated as a national market system
security, the last trading price of the Common Stock on such date; or (c) if
there shall have been no trading on such date or if the Common Stock is not so
designated, the average of the reported closing bid and asked prices of the
Common Stock on such date as shown by NASDAQ and reported by any member firm of
the NYSE, selected by the Corporation. If neither (a), (b) or (c) is
applicable, Market Price shall mean the Fair Market Value per share determined
in good faith by the Board of Directors of the Corporation which shall be deemed
to be Fair Market Value unless holders of at least 15% of the outstanding shares
of Series B Preferred Stock request that the Corporation obtain an opinion of a
nationally recognized investment banking firm
<PAGE>

chosen by such holders (at the Corporation's expense), in which event Fair
Market Value shall be as determined by such investment banking firm. For
purposes of this definition, the Class A and Class B shares will be treated as
one class of Common Stock having no distinctions between them.

"Meretel" means Meretel Communications Limited Partnership, a
-------
Louisiana partnership in commendam.

"NASDAQ" shall mean the National Market System of the NASDAQ Stock
------
Market.

"NYSE" shall mean the New York Stock Exchange, Inc.
----

"Parity Stock" shall mean any capital stock of the corporation,
------------
including the Series B Preferred Stock, ranking on a par (either as to dividends
or upon liquidation, dissolution or winding up) with the Series B Preferred
Stock, including, without limitation, the Series A Preferred Stock.

"Person" shall mean any individual, firm, corporation, partnership,
------
trust, incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger) of such entity.

"Preferred Stock" means the Series A Preferred Stock and the Series B
---------------
Preferred Stock, collectively.

"Principal Shareholder" means any one or more of William L. Henning,
---------------------
Sr., William L. Henning, Jr., John A. Henning and Thomas G. Henning, and their
respective heirs and any trust, corporation, partnership or limited liability
company, all of the beneficial interests in which shall be held by any of the
foregoing.

"Securities Purchase Agreement" shall mean the Securities Purchase
-----------------------------
Agreement, dated February 15, 2000, between the Corporation and TCW/Crescent
Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW Shared
Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared
Opportunity Fund III, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust, L.P. and Brown University Third Century Fund, as the same may be
amended from time to time.

"Senior Stock" shall mean any capital stock of the Corporation ranking
------------
senior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series B Preferred Stock.

"Stated Value" shall mean $100 per share of Series B Preferred Stock.
------------
<PAGE>

"Subsidiary" shall mean, with respect to any Person, a corporation
----------
or other entity of which 50% or more of the voting power of the voting equity
securities or equity interest in owned, directly or indirectly, by such Person.

"Texas Unwired" means Texas Unwired, a Louisiana general
-------------
partnership.

"Trading Days" shall mean a day on which the national securities
------------
exchanges are open for trading.

"Unwired Telecom" means Unwired Telecom Corp., a Louisiana
---------------
corporation.

Section 12. Modification or Amendment.
-------------------------

Except as specifically set forth herein, modifications or
amendments to this Paragraph L may be made by the Corporation with the consent
of the holders of at least a majority of the outstanding shares of Series B
Preferred Stock."

3. Section 3 of Paragraph K of Article III of the Articles of
Incorporation is amended to add a new subsection (b) and a new subsection on (c)
to read in their entirey as follows:

"(b) Unless the consent or approval of a greater number of shares
shall then be required by law, the affirmative vote of the holders of at least
two thirds of the outstanding shares of Series A Preferred Stock, voting with
the holders of Series B Preferred Stock as a single class, in person or by
proxy, at a special or annual meeting of stockholders called for the purpose,
shall be necessary to:

(i) authorize, increase the number of shares of, or issue
any class of capital stock pari passu or senior to the Series A Preferred Stock
---- -----
as to dividends or liquidation preference (including additional shares of Series
A Preferred Stock) and including any other preferred stock (whether or not
junior as to dividends and liquidation preference) having mandatory or optional
redemption dates prior to January 31, 2010;

(ii) authorize, adopt or approve an amendment to the Charter
that would increase or decrease the par value of the shares of Series A
Preferred Stock, or adversely alter or change the powers, preferences or special
rights of the shares of Series A Preferred Stock, or otherwise affect the rights
of the shares of the Series A Preferred Stock adversely, including, without
limitation, the liquidation preference provisions;

(iii) approve any sale or merger of a Material Subsidiary;

(iv) approve any sale of the Corporation's equity interest
in Meretel, or approve any consent that the Corporation is entitled to give by
vote or otherwise
<PAGE>

in favor of any merger, reorganization, consolidation or recapitalization (or
similar transaction) of Meretel, or a sale of all or substantially all of the
assets of Meretel;

(v) approve any Change of Control in which a vote of the
Common Stock of the Company would be required; or

Notwithstanding the voting rights provided in this Section 3(b), unless the
consent or approval of a greater number of shares shall then be required by law,
the affirmative vote of the holders of at least two thirds of the outstanding
shares of Series A Preferred Stock, voting separately as a single class, in
person or by proxy, at a special or annual meeting of stockholders called for
that purpose, shall be necessary to take any of the action described in Section
3(b)(i) or 3(b)(ii).

(c)(i) At each meeting of stockholders at which the holders of shares
of Series A Preferred Stock shall have the right, voting separately as a single
class, to take any action, the presence in person or by proxy of the holders of
record of one third of the total number of shares of Series A Preferred Stock
then outstanding and entitled to vote on the matter shall be necessary and
sufficient to constitute a quorum. At any such meeting or at any adjournment
thereof:

(A) the absence of a quorum of the holders of shares
of Series A Preferred Stock shall not prevent the election of directors, and the
absence of a quorum of the holders of shares of any other class or series of
capital stock shall not prevent the taking of any action as provided in this
Section 3; and

(B) in the absence of a quorum of the holders of
shares of Series A Preferred Stock, a majority of the holders of such shares
present in person or by proxy shall have the power to adjourn the meeting as to
the actions to be taken by the holders of shares of Series A Preferred Stock
from time to time and place to place without notice other than announcement at
the meeting until a quorum shall be present.

(ii) At each meeting of stockholders at which the holders of
shares of Series A Preferred Stock shall have the right, voting with the Series
B Preferred Stockholders as a single class, to take any action, the presence in
person or by proxy of the holders of record of one third of the total number of
shares of Preferred Stock then outstanding and entitled to vote on the matter
shall be necessary and sufficient to constitute a quorum. At any such meeting or
at any adjournment thereof:
<PAGE>

(A) the absence of a quorum of the holders of shares
of Preferred Stock shall not prevent the election of directors, and the absence
of a quorum of the holders of shares of any other class or series of capital
stock shall not prevent the taking of any action as provided in this Section 3;
and

(B) in the absence of a quorum of the holders of
shares of Preferred Stock, a majority of the holders of such shares present in
person or by proxy shall have the power to adjourn the meeting as to the actions
to be taken by the holders of shares of Preferred Stock from time to time and
place to place without notice other than announcement at the meeting until a
quorum shall be present.

(iii) For taking of any action as provided in Section 3(b) by
the holders of shares of Series A Preferred Stock, each such holder shall have
one vote for each share of such stock standing in his name on the transfer books
of the Corporation as of any record date fixed for such purpose or, if no such
date be fixed, at the close of business on the Business Day next preceding the
day on which notice is given, or if notice is waived, at the close of business
on the Business Day next preceding the day on which the meeting is held;
provided, however, that shares of Series A Preferred Stock held by the
- -------- -------
Corporation or any Affiliate of the Corporation shall not be deemed to be
outstanding for purposes of taking any action as provided in this Section 3."

4. The last paragraph of Section A. of Article IV of the Articles
of Incorporation of the Corporation is amended to read in its entirety as
follows:

"If a Qualified Holder ceases to be such (as would, for example, a
corporation that is not a Founder some of whose stock is transferred by a
Qualified Holder to a non-Qualified Holder; or a natural person who has been a
Qualified Holder solely by virtue of being the spouse of a Qualified Holder but
who becomes divorced from such Qualified Holder), then the shares of Class B
Common Stock owned by the former Qualified Holder shall be automatically
converted into Class A Common Stock on a share-for-share basis. Notwithstanding
the foregoing, such shares shall not be converted into Class A Common Stock, if
within 60 days after the Corporation is notified or obtains actual knowledge
that the holder ceased to be a Qualified Holder, the holder is designated a
"Qualified Holder" by holders of a majority of the Class B Common Stock then
outstanding, in which event the shares shall remain Class B Common Stock and
shall continue to be subject to Article IV. A Qualified Holder who is a natural
person does not cease to be a Qualified Holder by reason of such person's death,
but transfer of such deceased persons's Class B Common Stock is subject to the
restrictions of Article IV(B)."

5. Except as amended by these Articles of Amendment, the Articles
of Incorporation of the Corporation remain in full force and effect.
<PAGE>

IN WITNESS WHEREOF, the undersigned President and Secretary have
executed these Articles of Amendment on _________, 2000 at Lake Charles,
Louisiana.

US UNWIRED INC.

By: /s/ Robert W. Piper
-------------------------------------
Name: Robert W. Piper
Title: President

By: /s/ Thomas G. Henning
-------------------------------------
Name: Thomas G. Henning
Title: Secretary
<PAGE>

ACKNOWLEDGMENT
--------------

STATE OF LOUISIANA

PARISH OF CALCASIEU

BEFORE ME, the undersigned authority, personally appeared Robert W. Piper
and Thomas G. Henning to me known to be the persons who signed the foregoing
instrument as President and Secretary, respectively, of US Unwired Inc., and
who, having been duly sworn, acknowledged and declared in the presence of the
witnesses whose names are subscribed below, that they signed that instrument as
their free act and deed for the purposes mentioned therein.

IN WITNESS WHEREOF, the appearers and witnesses and I have signed below on
this 15/th/ day of February, 2000.

WITNESSES:

/s/ DEBBIE S. DUHON
- ------------------------------
Debbie S. Duhon

/s/ DARLENE SAVOIE /s/ Robert W. Piper
- ------------------------------ ---------------------------------
Darlene Savoie Robert W. Piper, President

/s/ DEBBIE S. DUHON /s/ Thomas G. Henning
- ------------------------------ ---------------------------------
Debbie S. Duhon Thomas G. Henning, Secretary

/s/ DARLENE SAVOIE
- ------------------------------
Darlene Savoie

/s/ Sheila King
------------------------------
Notary Public

<PAGE>

LEASE
-----

STATE OF LOUISIANA
PARISH OF CALCASIEU

This agreement is entered into between The Calcasieu Marine National Bank
of Lake Charles, ("Lessor"), whose mailing address is P.O. Box 3402, Lake
Charles, Louisiana 70602 and Mercury, Inc. ("Lessee") whose mailing address
------------
until commencement of this lease is One Lakeshore Drive, Suite 1495, Lake
-------------------------------------
Charles, La. 70629.
- -------------------

WITNESSETH
I.

1.1 Leased Premises. Lessor hereby leases to Lessee and Lessee hereby
---------------
leases from Lessor certain premises ("Leased Premises") know as Suite 1495 in
----
the building known as the CM Tower, ("Building"), located at One Lakeshore
Drive, Lake Charles, Louisiana, on the block bounded by Mill, Ann, Lakeshore,
Division and Front Streets. The Leased Premises are outlined and hatched on the
floor plan made a part hereof as Attachment "A", initialed by the parties.
Lessor may change the building name at any time.

The term "Rentable Area" as used herein shall mean that on each floor of
the Building on which the entire space rentable to tenants is or will be leased
to one tenant, the Rentable Area for such floor (hereinafter referred to as
"Single Tenant Floor") shall be the entire floor area measured from the inside
surface of the outer glass line of the Building to the inside surface of the
opposite outer glass line excluding all vertical penetrations (Building stairs,
vertical ducts, elevator shafts, flues, vents, stacks, and pipe shafts). All
the area on any Single Tenant Floor that is used for elevator lobbies,
corridors, special tenant stairways, restrooms, mechanical rooms, electrical
rooms, and telephone closets situated on such floor, and all vertical
penetrations that are included for special use by a Tenant, and columns and
other structural portions of the Building shall be included within the Rentable
Area of such floor.

On each floor of the Building on which space is or will be leased by more
than one tenant, the Rentable Area attributable to each such lease shall be the
total of (i) the entire floor area included within the leased premises covered
by such lease, being the floor area bounded by the inside surface of the
exterior glass lines enclosing the leased premises, the exterior of all walls
separating such leased premises from any public corridors or other public areas
on such floor and the centerline of all demising walls separating such leased
premises from other areas leased or to be leased to other tenants on such
floors, and (ii) a pro rata portion of the floor area covered by the elevator
lobbies, corridors, restrooms, mechanical rooms, electrical rooms, and telephone
closets situated on such floor.

1.2 For purposes of this Lease, the net rentable area ("NRA") of the Leased
Premises is agreed to be approximately 37,949 square feet (35,148 usable square
------
feet) comprised of the following Suites:

a. Existing Leased Premises
Suite 1590 - 578 RSF ( 503 USF)
15 Equip. Room - 230 RSF ( 200 USF)
Suite 1470 - 503 RSF ( 437 USF)
Suite 135 - 505 RSF ( 439 USF)
---------------------
Total - 1,816 RSF ( 1,579 USF)

b. Leased Premises to be constructed
Suite 2000 - 10,255 RSF ( 8,917 USF)
Suite 1900 - 16,482 RSF (16,482 USF)
Suite 700 - 9,396 RSF ( 8,170 USF)
-----------------------
Total - 36,133 RSF (33,569 USF)

The total NRA of the entire Building is agreed to be 372,798 square feet.

<PAGE>

II.

2.1 Term. The term of this Lease will be 60 months commencing on the 1st
---- -- ---
day of September, 1996, or upon occupancy, whichever is earlier, and ending on
---------------
the 31st day of August, 2001. If Lessor is unable to give Lessee possession of
---- ------------
the Leased Premises on the date provided above for commencement of the term, and
provided Lessee is not responsible for such delays, the rent will not begin
until the Leased Premises are available for occupancy, and the term of this
Lease will be extended for a period equal to the period of such delay in
availability. No such failure to make the Leased Premises available on the
commencement date of the term will affect the validity of this Lease or the
rights of the parties under this Lease, or subject Lessor to any liability.
SEE WORKLETTER (ATTACHMENT "E")

2.2 Holding Over. In the event of holding over by Lessee after expiration
------------
or termination of this Lease without the written consent of Lessor, Lessee shall
pay as liquidated damages double rent for the entire holdover period. No
holding over by Lessee shall operate to extend the Lease other than month to
month. In the event of any unauthorized holding over, Lessee shall also
indemnify Lessor against all claims for damages by any other Lessee to whom
Lessor may have leased all or any part of the premises effective upon the
termination of the Lease.

III.

3.1 As Base Rental, Lessee shall pay Lessor without deduction, abatement
or setoff, the sum of Thirty four thousand nine hundred forty four dollars and
--------------------------------------------------------
seventy cents ($34,944.70) on or before the first day of each calendar month of
- -------------
the lease term. If the Lease does not commence on the first day of a calendar
month or end on the last day of a calendar month the monthly installment of Base
Rental will be prorated. All rent more than ten (10) days in arrears shall bear
interest at a rate that is the maximum allowable by law from the first of the
month or the date due until paid. Any payment of interest shall also include the
rent due.

3.2 "Operating Expenses" as used herein shall mean all expenses, costs and
disbursements of every kind and nature (but not replacement of capital
investment items nor general office expense nor specific costs especially billed
to and paid by specific tenants nor rental commissions) which Lessor shall pay
in connection with the ownership and operation of the Building, computed on the
accrual basis, including but not limited to:

(a) wages and salaries of employees engaged in operation and maintenance
of the Building, including taxes, insurance and benefits relating thereto.

(b) supplies and materials used in operation and maintenance of the
Building.

(d) maintenance and service agreements on equipment, including window
cleaning and elevator maintenance.

(e) casualty and liability insurance applicable to the Building and
Lessor's equipment required to operate or maintain the Building.

(f) taxes and assessments and other governmental charges attributable to
the Building or its operation whether Federal, State, Parish or Municipal and
whether the taxing body be presently existing or subsequently created; excluding
Federal and State taxes on income. Lessee shall be responsible for ad valorem
taxes on its personal property and on the value of leasehold improvements
exceeding standard building allowances.

(g) repairs and general maintenance, excluding the roof, foundation and
exterior walls, or paid by proceeds of insurance.

(h) reasonable fees for management of the Building.

(i) amortization of the cost of the capital improvement on items
primarily for the purpose of safety, saving energy or reducing operating costs
or which may be required by governmental

2
<PAGE>

authority. Such costs shall be amortized over each item's reasonable life or the
reasonable life of the Building, whichever is shorter.

3.3 If Operating Expenses for any calendar year of the Lease term exceed
Base Year 1996 Lessee shall pay Additional Rent computed by the following
- --------------
formula.

Lessee's NRA x (Operating Expenses exceeding Base Year 1996 x Total Building NRA
- ------------ --------------
total NRA)

Such Additional Rent shall be due within ten (10) days after Lessor bills
Lessee therefor. Thereafter, Lessor may bill Lessee each month for one-twelfth
(1/12th) of the estimated Additional Rent amount. In the event of such billing
Lessee shall pay such estimated Additional Rent contemporaneously with the Base
Rental on or before the first day of each calendar month, in advance. After the
end of the calendar year, Lessor shall compute the actual Additional Rental
using the formula above; if Lessee shall have overpaid, Lessor shall refund the
excess, but if Lessee shall have underpaid, Lessee shall pay the balance within
10 days after Lessor bills therefor. Operating expenses of less than $ Base Year
---------
1996 shall not cause a reduction in the Base Rental.
- ----

If during any calendar year of the Lease, the occupancy of the office
rentable area of the Building averages less than ninety-five percent (95%), then
it is agreed that the Operating Expenses will be adjusted for such year so that
all such Operating expenses shall be computed as though the office rentable area
of the Building had been ninety-five percent (95%) occupied for such calendar
year. All such expense categories will be accounted for and reported in
accordance with generally accepted accounting principles.

3.4 Lessor may make supplemental rental charges to be paid with the
monthly Base Rental as authorized in sections 4.1 (d), 4.1 (h) and 6.1 below.

3.5 Examination of Records. Lessee and its authorized agent shall have
----------------------
the right to examine the records of Lessor pertinent to operating costs for the
purpose of verifying accuracy of any statement furnished by Lessor to Lessee.
Lessee's right to conduct such examinations shall be limited to one examination
with respect to each statement, which shall be made and completed within sixty
(60) days after such statement shall have been furnished to Lessee, and shall be
made at the offices of Lessor, at such times and on such days as are reasonably
convenient to Lessor and Lessee. Lessee may within 45 days following completion
of such examination give notice to Lessor disputing the amount and propriety of
any item appearing on or excluded from such statement, including any amounts of
additional rent or other charge alleged to be owing, and if Lessee shall fail to
give such notice within such period of 45 days, its right to dispute the same
shall conclusively be deemed waived.

IV.

4.1 Lessor services. As standard building services, Lessor will:
---------------
(a) contract with all public utilities to furnish the utility services to
the Building;
(b) provide security for the Building during weekends and after normal
working hours;
(c) furnish water at points of supply provided for general use of tenants;
(d) provide central heat and air conditioning in season, at such
temperature and in such amounts as are considered by Lessor to be standard
during normal business hours. Normal business hours shall be defined as Monday
through Friday 7:00 a.m. to 6:00 p.m. and Saturdays from 8:00 a.m. to 1:00 p.m.,
(holidays excepted). Such service during weekdays beyond normal business hours,
on Saturday afternoons, Sundays (and holidays) to be furnished only upon request
of Lessee, who shall bear the then standard Building

3
<PAGE>

charge. Standard Building charge for after hour air conditioning use shall be
defined as $2.75 per hour when the central plant is in operation and $35.00 per
hour when the central plant is not in operation. Such charges are subject to
change based on actual increases in electrical company rates.

(e) maintain all public areas and special service areas of the Building
and Parking Garage in the manner and to the extent deemed by Lessor to be
standard;

(f) provide elevators for access to and egress from the Building floors on
which the Leased Premises are situated;

(g) furnish janitor service on a five (5) day week basis; provided,
however, if Lessee's floor covering or other improvements (not building
standard) cause additional cleaning cost, Lessee will pay such cost monthly as
additional rent;

(h) furnish electrical facilities and power for typewriters, calculators,
personal computers, printers, photo copying equipment and other machines of
similar low electrical consumption as are normally a part of businesses
operating in a class "A" office building in Lake Charles, Louisiana. However,
Lessor may meter and bill monthly for the estimated additional power cost for
electricity required for equipment requiring special air conditioning needs and
special electrical wiring.

(i) provide all building standard fluorescent bulb replacement in public
areas, restroom areas and stairwells; Lessee shall pay for bulb replacement in
the Leased Premises.

(j) furnish Lessee two (2) keys for each corridor door entering the Leased
Premises. Additional keys will be furnished by Lessor at a charge of $2.00 per
key on an order signed by Lessee's authorized representative. All keys shall
remain the property of Lessor. No additional locks shall be allowed on any door
of the Leased Premises without Lessor's permission, and Lessee shall not make,
or permit any duplicated keys to be made, except those furnished by Lessor. Upon
termination of this Lease, Lessee shall surrender to Lessor all keys of the
Leased Premises, and give to the Lessor the explanation of the combination of
all locks for safes, safe cabinets and vault doors, if any, left in the Leased
Premises;

(k) at Lessee's cost provide and install signs with letters and numerals
in Building standard graphics as requested by Lessee and no others shall be
permitted on the Leased Premises. Lessee may not paint, place or display any
sign, advertisement, placard or other graphics visible from the exterior of the
building, or from the corridors or lobby without Lessor's approval, which will
not be unreasonably withheld.

(l) provide access to and use of Building Stairs between the Leased
Premises provided such use does not interfere with the use of Lessor;

(m) provide repairs and general maintenance of the Leased Premises and the
Building and Parking Garage;

(n) provide casualty and liability insurance applicable to the Building
and Lessor's non-banking areas;

(o) pay taxes, assessments and other governmental charges attributable to
the Building or its operation whether Federal, State, Parish or Municipal and
whether the taxing body be presently existing or subsequently created;

(p) incur the cost of capital investments on items primarily for the
purpose of safety, saving energy or reducing operating cost or which may be
required by governmental authority.

4.2 No interruption or malfunction of any of such services shall
constitute an eviction or disturbance of Lessee's use and possession of the
Leased Premises or Building or a breach by Lessor of any of its obligations
hereunder or render Lessor liable for damages or entitle Lessee to be relieved
from any of its obligations hereunder (including the obligation to pay rent) or
grant Lessee any right of set-off, unless after notice by Lessee of such
interruption or malfunction, Lessor fails to use reasonable diligence to restore
such service.

4
<PAGE>

5.1 Lessee's Obligations. Lessee covenants and agrees it will cooperate
--------------------
with and adhere to the provisions set forth in Attachment "B" (Rules and
Regulations) of this lease agreement.

5.2 Care of the Leased Premises. Lessee shall not commit or allow any
---------------------------
waste or damage to the Leased Premises, and at the termination of this lease,
Lessee shall deliver up said Leased Premises to Lessor in as good condition as
at date of possession by Lessee, ordinary wear and tear excepted.

5.3 Removal of Property. Lessee may remove its trade fixtures, office
-------------------
supplies and movable office furniture and equipment not attached to the Building
provided: (1) such removal is made prior to the termination of this lease; (2)
Lessee is not in default of any obligation or covenant under this Lease at the
time of such removal; and (3) Lessee promptly repairs all damage caused by
removal. All other property left at the Leased Premises and any alteration or
addition to the Leased Premises (including wall-to-wall carpeting, paneling or
other wall covering) and any other articles attached or affixed to the floor,
wall or ceiling of the Leased Premises shall become the property of Lessor and
shall remain upon and be surrendered with the Leased Premises as part thereof at
the termination of this Lease, Lessee hereby waiving all rights to any payment
or compensation therefor. If, however, Lessor so requests in writing, Lessee
will, at its expense, promptly remove any and all fixtures, equipment and
property placed or installed by it in the Leased Premises and repair any damage
caused by such removal.

5.4 Alterations, Additions, Improvements. Lessee shall make no
------------------------------------
alterations, improvement, repair, replacement or addition to the Leased Premises
without the prior written consent of Lessor which will not be unreasonably
withheld. Consent shall be conditioned upon Lessee's contractors, laborers,
material-men and others working in harmony and not interfering with any labor
utilized by Lessor or by any other Lessee's contractors or mechanics; and if at
any time such entry by one or more persons furnishing labor or material for
Lessee's work shall cause disharmony or interference, the consent granted by
Lessor may be withdrawn upon eight (8) hours written notice delivered to Lessee
or to the person in charge of the work at time of delivery.

5.5 Entry for Repairs and Inspection. Lessee shall, permit Lessor or its
--------------------------------
agents to enter any part of the Leased Premises at reasonable hours to inspect
same, clean or make repairs, alterations or additions thereto, as Lessor may
deem necessary or desirable, and Lessee shall not be entitled to any abatement
or reduction of rent by reason thereof.

5.6 Repairs by Lessee. Lessee shall, at its own expense, repair or replace
-----------------
any damage or injury done to the Building, caused by Lessee or Lessee's agent,
employees, invitees or visitors and not covered by Lessor's insurance; provided,
however, if Lessee fails to make such repairs or replacement promptly Lessor
may, at its option, make such repairs or replacements and Lessee shall repay the
cost thereof to the Lessor on demand.

5.7 Use and Violations of Insurance Coverage. Lessee shall use the Leased
----------------------------------------
Premises only for business office space, and not for any business which is
unlawful, disreputable or deemed to be extra hazardous on account of fire.
Lessee shall not do or permit anything to be done which would increase the rate
for Lessor's fire and extended coverage insurance.

5.8 Nuisance. Lessee shall conduct its business and control its agents,
--------
employees, invitees and visitors so as not to create any nuisance, or interfere
with, annoy or disturb Lessor or any other tenant.

5.9 Laws and Regulations-Rules of Building. Lessee shall comply with all
--------------------------------------
laws, ordinances, orders, rules and regulations (State, Federal, Parish,
municipal and other agencies or bodies having any jurisdiction thereof) relating
to the use, condition or occupancy of the Leased Premises. Lessee will comply
with written rules of the Building adopted by Lessor from time to time for the

5
<PAGE>

safety, care and cleanliness of the Leased Premises and for preservation of good
order therein as specified in Attachment "B" of this Lease.

5.10 Estoppel Certificate or Three Party Agreement. At Lessor's request,
---------------------------------------------
Lessee shall execute either an estoppel certificate addressed to Lessor's
mortgagee or a three-party agreement among Lessor, Lessee and such Mortgagee
certifying facts and agreeing to such notice provison and other matters as such
Mortgagee may reasonably require in connection with Lessor's financing.

5.11 Liability and Indemnity. Lessee and Lessor agree to indemnify and
-----------------------
hold each other harmless from all claims (including costs and expenses of
defending against such claims) for any injury or damage to any person or the
property of any person occurring during the term of this lease in or about the
Leased Premises or Building arising from any negligent or intentional act or
omission of each other's agents, employees, licensees, contractors, customers,
clients, visitors or invitees, for which such indemnifying party would be
directly or vicariously liable. Lessor and Lessee shall not be liable to each
other or their agents, employees, licensees, invitees, customers, clients or
visitors for any damage to person or property resulting from any act, omission,
or negligence of any co-Lessee, visitor or other occupant of the Building.

VI.

6.1 Parking. During the term of this Lease, Lessee shall have the right
-------
to use, rent free, parking for at least thirty eight (38) car/s in accordance
------------
with the parking ratio of one free space per 1,000 square feet of Net Rentable
Area with one per 750 square feet guaranteed in Lessor's adjacent Parking
Garage. Thirteen (13) of these spaces may be designated "Reserved". In addition
Lessee may have the right to use, rent free, parking for the remainder of its
employees in the parking garage on an availability basis until Lessor builds an
additional surface lot. At that time, Lessee will have the option to park these
additional vehicles in the surface lot free of charge or remain in the garage at
a charge of $17.50 per space per month. Lessor may designate from time to time
the area within which each such car may be parked. Lessor may make, modify and
enforce the rules and regulations relating to the parking of automobiles in the
Parking Garage, and Lessee will abide thereby. Parking rates for any additional
spaces shall be at Lessor's sole discretion.

VII.

7.1 Peaceful Enjoyment. Lessee shall, and may peacefully have, hold and
------------------
enjoy the Leased Premises, provided that Lessee pays all rental and other sums
to be paid and performs all of Lessee's covenants and agreements. This lease
does not grant any rights to light, view or air over adjacent property, so that
any diminution or shutting off of light, view or air by any structure which
may be erected adjacent to the Building shall in no way affect this lease or
impose any liability upon Lessor.

Lessor shall not be responsible for the non-observance or violation by any
other lessee, or employees, agents or visitors of other lessees, of the terms of
the lease granted to such other lessee, nor for any resulting damage.

VIII.

8.1 Assignment or Sublease. Lessee may not assign this Lease or sublease
----------------------
the Leased Premises or any part thereof or mortgage, pledge or hypothecate its
leasehold interest or grant any concession or license within the Leased Premises
without the prior express written consent of Lessor, which may not be
unreasonably withheld. Notwithstanding any such consent, Lessee will remain
liable in solido with each approved assignee or sublessee who shall also
automatically become liable in solido for all obligations of Lessee hereunder;
and Lessor may enforce the provisions of this instrument directly against Lessee
and/or any assignee or sublessee without proceedings in any way against any
other person. If the rent payable by sublessee under any such permitted sublease
(or a

6
<PAGE>

combination of the rent payable under such sublease plus any bonus or other
consideration therefor or incident thereto) exceeds the rent payable under this
Lease for the portion of the premises involved, then Lessee shall be obligated
to pay Lessor all such excess rental and other consideration within ten (10)
days following payment by the sublessee, assignee, licensee or other transferee.

8.2 Assignment by Lessor. Lessor may transfer and assign, in whole or in
--------------------
part, all or any of its rights and obligations hereunder and in the Building and
property referred to herein; and in such event in which its transferee assumes
Lessor's obligations hereunder, no further liability or obligation shall
thereafter accrue against Lessor hereunder.

IX.

9.1 Limitation of Lessor's Personal Liability. Lessee specifically agrees
-----------------------------------------
to look solely to Lessor's interest in the Building for the recovery of any
judgement from Lessor, it being agreed that Lessor shall never be personally
liable for any such judgement. The Provision contained in the foregoing sentence
is not intended to, and shall not, limit any right that Lessee might otherwise
have in connection with enforcement or collection of amounts which may become
owing or payable under or on account of insurance maintained by Lessor.

9.2 Liability Insurance. Lessee, at its expense, is required to carry,
-------------------
for the protection of the Lessee, Lessor and Lessor's agent, as their interests
may appear, Comprehensive General Liability Insurance with limitation of not
less than $1,000,000.00 combined single limit per occurrence covering any
accidents for which Lessee is legally liable, with a responsible insurance
company qualified to do business in the State of Louisiana, copy of certificates
of insurance to be furnished Lessor upon request.

Lessee shall provide Lessor with thirty (30) days notice of cancellation.

9.3 Damages From Certain Causes. Lessor shall not be liable or responsible
---------------------------
to Lessee, its employees or invitees for any loss or damage to any property or
person occasioned by burglary, theft, fire, malfunction or failure of mechanical
systems (including but not limited to plumbing, electrical, sprinkler, air
conditioning, heating, lighting, etc.), act of God, public enemy, injunction,
riot, strike, insurrection, war, court order, requisition or order of
governmental body or authority, or for damage or inconvenience which may arise
through repair or alteration of any part of the Building, or failure to make
repairs.

10.1 Subordination to Mortgage. This lease will be subject and subordinate
-------------------------
to any mortgage which may now or hereafter encumber the Building. This clause
shall be self-operative and no further instrument of subordination need be
required by any mortgagee. In confirmation of such subordination, however,
Lessee shall at Lessor's request execute promptly any appropriate certificate or
instrument that Lessor may request. In the event of the enforcement of such
mortgage, Lessee will, upon request of the party succeeding to the interest of
Lessor as a result of such enforcement, automatically become the Lessee of such
successor in interest without change in the terms of this Lease; provided,
however, that such successor in interest shall not be bound by (i) any payment
of rent or additional rent for more than one month in advance except
prepayments in the nature of security for the performance by Lessee of its
obligations under this Lease or (ii) any amendment or modification of this Lease
subsequent to the mortgage, made without the written consent of the mortgagee.

XI.

11.1 Eminent Domain. If there shall be taken by eminent domain during the
--------------
term of this Lease any substantial part of the Leased Premises or Building,
Lessor or Lessee may elect to terminate this Lease. If the Lease continues in
effect, the rental shall be

7
<PAGE>

reduced in proportion to the area of the Leased Premises so taken and Lessor
shall repair any damage to the Leased Premises or Building resulting from such
taking.

11.2 All sums awarded or agreed upon between Lessor and the condemning
authority for the taking of the interest of Lessor or Lessee, whether as damages
or as compensation, will be the property of Lessor, including without limitation
any so-called leasehold advantage, but excluding any compensation for
improvements made at Lessee's expense.

11.3 If this Lease should be terminated under any provision of this
paragraph, rent shall be payable to the date that possession is taken by the
taking authority, and Lessor will refund to Lessee any prepaid unaccrued rent
less any sum then owing by Lessee to Lessor.

XII.

12.1 Fire or Other Casualty. During the term of this Lease, Lessor will be
----------------------
responsible for obtaining and maintaining adequate insurance of not less than
80% of full replacement costs, insuring the total building against loss by
reason of fire, tornado, windstorm or other casualty, and shall furnish Lessee
with the evidence of such insurance upon Lessee's request.

If at any time during the lease term, the Leased Premises or any
substantial portion of the Building shall be damaged or destroyed by fire or
other casualty, then Lessor shall repair and reconstruct the Leased Premises and
Building to the condition in which they existed immediately prior to such damage
or destruction, provided however that Lessor may terminate this lease by notice
to Lessee within 30 days after Lessor's receipt of the first offer from its
insurer or within 60 days after the date of the loss, whichever occurs sooner,
if the insurance proceeds from the loss, plus the deductible provided in the
fire insurance policy, equal less than 95% of cost of the repair and
reconstruction.

In any such circumstances, rental shall abate proportionately during the
period and to the extent that the Leased Premises are unfit for use by Lessee in
the ordinary conduct of its business. If Lessor is required or has elected to
repair and restore the Leased Premises, this Lease shall continue in full force
and effect and such repairs will be made within a reasonable time thereafter,
subject to delays arising from shortages of labor or material, acts of God, war
or other conditions beyond Lessor's reasonable control. In the event that this
Lease is terminated as herein permitted, Lessor shall refund to Lessee the
prepaid rent (unaccrued as of the date of damage or destruction) less any sum
then owing Lessor by Lessee. If Lessor has elected to repair and reconstruct the
Leased Premises, then the lease term shall be extended by a period of time equal
to the period of such repair and reconstruction.

12.2 Should the annual premiums paid by Lessor exceed the standard rates
because Lessee's operations, contents of the Leased Premises, or improvements
with respect to the Leased Premises beyond building standard, result in
extra-hazardous exposure, Lessee shall promptly pay the excess amount of the
premium upon request by Lessor.

12.3 Lessee shall maintain at its expense fire and extended coverage
insurance on all of its personal property, including removable trade fixtures,
located in the Leased premises and on all additions and improvements made by
Lessee not required to be insured by Lessor.

12.4 Waiver of Subrogation Rights. Lessor and Lessee each hereby releases
----------------------------
the other and waives any and all rights of recovery, claim, action or cause of
action, any loss or damage that may occur to the premises hereby leased or any
improvements thereto, or the Building, or any improvements thereto, or any
personal property of either party therein, by reason of fire, the elements, or
any other cause which could be insured against the terms of standard fire and
extended coverage insurance policies regardless of cause or origin, including
negligence of the other party hereto, its agents, officers or employees, and
covenants that no insurer shall hold any right of subrogation against such other
party.

8
<PAGE>

XIII.

13.1 Default by Lessee. Each of the following acts or omissions of
-----------------
Lessee or occurrences shall constitute an "Event of Default":

(1) Failure to pay rent or to perform or observe any other covenant or
condition of this lease by Lessee within ten (10) days following
written notice to Lessee of such failure.
(2) Abandonment or vacating of the Leased Premises or any significant
portion thereof.
(3) The filing or execution or occurrence of: a petition in bankruptcy or
other insolvency proceeding by or against Lessee; or a petition or
answer seeking relief under any provision of Bankruptcy Act; or an
assignment for the benefit of creditors; or a petition or other
proceeding by or against the Lessee for the appointment of a trustee,
receiver or liquidator of Lessee or any of Lessee's property; or a
proceeding by and governmental authority for the dissolution or
liquidation of Lessee.

13.2 Remedies upon Default. Upon the occurrence of any Event of Default,
---------------------
Lessor has the option, in addition to any other remedy or right given hereunder
or by law, to do any one or more of the following:

(1) Terminate this Lease, in which event Lessee shall immediately
surrender possession of the Leased Premises to Lessor.
(2) Enter upon and take possession of the Leased Premises and expel or
remove Lessee and any other occupant therefrom, with or without having
terminated the lease.
(3) Alter locks and other security devices at the Leased Premises.

Exercise by Lessor of any one or more remedies hereunder granted or otherwise
available shall not be deemed to be an acceptance or surrender of the Leased
Premises by Lessor, whether by agreement or by operation of law, it being
understood that such surrender can be effected only in accordance with this
written agreement of Lessor and Lessee. No such alteration of security devices
and no removal or other exercise of dominion by Lessor over the property of
Lessee or others at the Leased Premises shall be deemed unauthorized or
constitute a seizure of conversion, Lessee hereby consenting, after any Event of
Default, to such exercise of dominion over Lessee's property within the
Building. All claims for damages by reason of such re-entry and/or repossession
and/or alteration of locks or other security devices are hereby waived, as are
all claims for damages by reason of any seizure, sequestration proceeding or
other legal process.

13.3 If Lessor elects to terminate the Lease by reason of an Event of
Default, then notwithstanding such termination, Lessee shall be liable for and
shall pay Lessor the sum of all rent and other indebtedness accrued to the date
of such termination, plus, as damages, an amount equal to the value of the rent
reserved hereunder for the remaining portion of the original lease term.

13.4 If Lessor elects to repossess the Leased Premises without terminating
the Lease, all rent and other indebtedness accrued to the date of such
repossession, plus rent required to be paid by Lessee to Lessor during the
remainder of the lease term shall immediately become due and payable, and Lessor
may immediately bring action to collect such amounts then due without waiting
until expiration of the lease term, provided that any net sums thereafter
received by Lessor through reletting the Leased Premises during said period
(after deducting expenses incurred by Lessor as provided in 13.5), shall be
applied against the total indebtedness of Lessee or Lessor. In no event shall
Lessee be entitled to any excess of any rent obtained by reletting over and
above the rent herein reserved.

13.5 In case of an Event of Default, Lessee shall also be liable for and
shall pay to Lessor in addition to any sum provided

<PAGE>

for above: broker's fees incurred by Lessor in connection with reletting the
whole or any part of the Leased Premises; the cost of removing and storing
Lessee's or other occupant's property; the cost of repairing, altering,
remodeling or otherwise putting the Leased Premises into condition acceptable to
a new tenant or tenants; and all reasonable expenses incurred by Lessor in
enforcing Lessor's remedies, including reasonable attorney's fees. Past due rent
and other past due payments shall bear interest from maturity at twelve percent
(12%) per annum (or such lower rate as may be required to comply with the usury
laws of Louisiana), until paid.

13.6 In the event of termination or repossession of the Leased Premises for
an Event of Default, Lessor shall not have any obligation to relet or attempt to
relet the Leased Premises, or any portion thereof, or to collect rental after
reletting; and in the event of reletting, Lessor may relet the whole or any
portion of the Leased Premises for any period, to any tenant, and for any use
and purpose.

13.7 If Lessee should fail to make payment or cure any default hereunder
within the time herein permitted, Lessor, without being under any obligation to
do so and without thereby waiving such default, may make such payment and/or
remedy such other default for the account of Lessee (and enter the Leased
Premises for such purpose), and thereupon Lessee shall be obligated to, and
hereby agrees, to pay Lessor, upon demand, all costs, expenses and disbursements
(including reasonable attorney's fees) incurred by Lessor in taking such
remedial action.

13.8 In the event of any such default by Lessor, Lessee may give Lessor
written notice specifying such default with particularity, and Lessor shall
thereupon have thirty (30) days in which to cure any such default, or to take
reasonable action designed to cure the same, if such default, cannot be cured
within thirty (30) days from the date of such notice to cure the default. Unless
and until such notice is given and Lessor fails to so cure or take reasonable
action designed to so cure any default after such notice, Lessee shall not have
any remedy or cause of action by reason thereof. All obligations of Lessor
hereunder will be construed as covenants, not conditions; and all such
obligations will be binding upon Lessor only during the period of its possession
of the Building and not thereafter.

13.9 In the event of the transfer by Lessor of its interest in the
Building, Lessor shall thereupon be released and discharged from all covenants
and obligations of the Lessor thereafter accruing if such covenants and
obligations shall be binding during the lease term upon the new transferee.

13.10 Non-Waiver. Neither acceptance of rent by Lessor nor failure by
----------
Lessor to complain of any action, non-action or default of Lessee shall
constitute a waiver of any of Lessor's rights hereunder. Waiver by Lessor of any
right for any default of Lessee shall not constitute a waiver of any right for
either a subsequent default of the same obligation or any other default. Receipt
by Lessor of Lessee's keys to the Leased Premises shall not constitute an
acceptance of surrender of the Leased Premises.

13.11 All rights and remedies under this Lease shall be cumulative and none
shall exclude any other rights or remedies allowed by law, except as otherwise
specified in this Lease.

XIV. MISCELLANEOUS

14.1 Successors and Assignees. This Lease shall be binding upon and inure
------------------------
to the benefit of the successors and assigns of the Lessor, and shall be binding
upon and inure to the benefit of Lessee, its successors, and to the extent
assignment may be approved by Lessor hereunder, Lessee's assigns.

14.2 Louisiana Law Applies. This lease is declared to be a Louisiana
---------------------
contract, and all of the terms thereof shall be construed according to the laws
of the State of Louisiana. Lessee hereby agrees that the State District Court of
Calcasieu Parish shall have jurisdiction over suits arising out of this
contract.

14.3 Should any provisions of this lease be illegal, invalid, or
unenforceable, under present or future laws effective during the

<PAGE>

term hereof, the remainder of this Lease shall not be affected thereby; (and in
lieu of each provision there shall be substituted a clause as similar in terms
to such invalid provision as may be possible and be legal, valid and
enforceable). However, should any law, governmental regulation, or judicial
interpretation thereof, come into force which shall prevent the exercise of any
substantial right hereunder, the party whose right is so affected may terminate
this Lease 90 days after written notice of termination to the other party.

14.4 Alteration. This Lease may not be altered, changed or amended, except
----------
by a written instrument in writing, signed by both parties hereto.

14.5 Force majeure. Should either party hereto be delayed, hindered or
-------------
prevented from the performance of any act required hereunder by reason of
strike, lock-out, labor trouble, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riot, insurrection, war or
other reason of like nature not the fault of the party delayed, then performance
of such act shall be excused for the period for performance and shall be
extended for period equivalent to the period of such delay.

14.6 Notices. All notices and demands which may or are required to be given
-------
by either party to the other hereunder shall be in writing and shall be deemed
to have been fully given 5 business days after being deposited in the United
States mail, certified or registered, postage prepaid, and addressed as follows:
to Lessee at the address specified in the following: One Lakeshore Drive, Suite
--------------------------
1495, Lake Charles, La, 70629 or to such other place as Lessee may from time to
- -----------------------------
time designate in a notice to Lessor; to Lessor at the following address:
Property One, Inc., CM Tower, One Lakeshore Drive, Suite 120, Lake Charles, La,
- -------------------------------------------------------------------------------
70629, or to such other place as Lessor may from time to time designate in a
- -----
notice to Lessee; or, in the case of Lessee, delivered to Lessee at the
premises. Lessee hereby appoints as its agent to receive the service of all
dispossessory or distraint proceedings and notices thereunder the person in
charge of or occupying the premises at the time, and, if no person shall be in
charge of or occupying the same, then such service may be made by attaching the
same on the main entrance of the premises.

14.7 Commencement Date. As of the date of signature of this Lease
-----------------
Agreement, Lessor and Lessee acknowledge that the Leased Premises have not been
completed. Lessor and Lessee shall use their best efforts to accomplish the
completion of the Leased Premises in accordance with Attachment "E" hereof and
Lessor shall deliver possession thereof to Lessee on or about September 1, 1996.
-----------------
Lessee shall, if requested by Lessor, execute and deliver to Lessor a Receipt of
Notice of Substantial Completion of Construction of the Leased Premises, for the
purpose of defining the actual commencement and ending dates of this Lease,
attached hereto and made a part of this Lease Agreement as Attachment "F". The
date the Leased Premises have been substantially completed and delivered to
Lessee in accordance with Attachment "E" shall be the first day of the term
hereof and said Receipt of Notice, if requested by Lessor, shall bear such date,
and the rent herein imposed shall accrue from and after such date which is
hereby designated "Commencement Date". In the event the Commencement Date is a
date other than the first day of a calendar month, the term shall extend for a
like number of months following the commencement date.

14.8 Substitution of Premises. Lessor reserves the right on thirty (30)
------------------------
days written notice to Lessee to substitute for the Leased Premises, at the same
rental as required of Lessee herein, including adjustment, other comparable
premises within the Building, or in the case of total destruction of the Leased
Premises, within another building, for all uses and purposes as though
originally leased to Lessee at the time of execution and delivery of this lease
and subject to all terms and provisions hereto. In the event Lessor elects to
cause such substitution of premises, Lessor agrees to pay all reasonable
expenses of Lessee incidental thereof.

<PAGE>

XV. SPECIAL PROVISIONS

An Addendum to Lease is attached hereto and made a part of this Lease.

In Witness whereof, the parties hereto have executed this instrument in the
presence of the undersigned competent witnesses.

Executed by Lessor at Lake Charles, Louisiana, this 30th day of April,
1996.

WITNESSES: CALCASIEU MARINE NATIONAL BANK
OF LAKE CHARLES

/s/ Malinda Kellogg BY: /s/ [ILLEGIBLE]
- --------------------- ---------------------------

/s/ Patricia S. Boyer TITLE: Sr. V.P.
- --------------------- ---------------------------

Executed by Lessee at Lake Charles, Louisiana, this 29/th/ day of April,
1996.

WITNESSES:

/s/ [ILLEGIBLE] BY: /s/ William L. Henning Jr.
- ------------------- ---------------------------

/s/ Brenda McElveen TITLE: Chairman/CEO
- ------------------- ---------------------------

12
<PAGE>

ADDENDUM TO LEASE

THE ATTACHED LEASE made and entered into this __ day of ________, 1996, by and
between Calcasieu Marine National Bank, as "Lessor", and Mercury, Inc., as
-------------
"Lessee", of which Lease this Addendum to Lease is made a part, is hereby
amended and supplemented as follows:

WITNESSETH

1. The following is added to Section XV, Special Provisions as paragraph 15.1:
------------------
Anything in this Lease to the contrary notwithstanding, Lessor agrees to build
out Lessee's Leased premises at a cost not to exceed or
the actual cost, whichever is less, according to Attachment "C" (Building
Standards), Attachment "D" (Description of Improvements), and Attachment "E"
(Workletter). The above referenced allowance . Any and all
costs of leasehold improvements which exceed the above referenced allowance
shall be at Lessee's sole expense. Lessee shall have the right to approve
Lessor's construction drawings prior to the commencement of construction.

2. The following is added to Section XV, Special Provisions as paragraph 15.2:
------------------
Lessee, upon paying the rent herein reserved and performing all the terms,
covenants and conditions herein contained on its part to be kept and performed
shall have a . This First Right of Refusal
shall be effective upon lease execution and shall expire on August 31, 1999. Any
such expansion of the premises Lessor
reserves the right to lease all or any part of this area to others, but agrees
to notify Lessee in writing whenever the area is proposed, and such other Lessee
has set forth in writing its intent to lease the area. Lessee agrees to notify
Lessor in writing within three (3) business days if Lessee wishes to exercise
this right. If Lessee fails to notify Lessor of its intent to accept the space
within three (3) business days, or Lessee rejects its preferential right, then
the First Right of Refusal shall terminate at this time on the space offered.
Should the prospective tenant fail to lease such space, the aforementioned
termination of First Right of Refusal shall be rescinded by Lessor. If Lessee
accepts its right to lease the space offered, then Lessee shall execute an
Amendment to Lease within thirty (30) days following its notification to Lessor
of acceptance of the offer.

3. The following is added to Section XV, Special Provisions as paragraph 15.3:
------------------
The Lease for Suite 1495, Suite 1465, Suite 1220, Suite 1175, Suite 980, and 727
net rentable square feet of Suite 1590 will be terminated upon occupancy of the
20th, 19th and 7th floors by Lessee.

4. The following is added to Section XV, Special Provisions as paragraph 15.4:
------------------
This lease shall be amended to reflect the exact square footages of the 20th and
7th floors when the exact layout has been determined.

5. The following is added to Section XV, Special Provisions as paragraph 15.5:
------------------
Lessee, upon paying the rent herein reserved and performing all the terms,
covenants and conditions herein on its part to be kept and performed, shall have
an option to renew this Lease for additional term of five (5) years. Any such
----
extension of this Lease for an additional term shall be upon the same covenants
and conditions as are set forth herein, except that Lessee shall have no option
to further extend this Lease. Lessee must notify Lessor in writing not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
expiration of this Lease of its election to exercise the above option and
agreement to be bound by the terms, covenants and conditions of the

13
<PAGE>

Lease for the additional term stated above. In the event Lessee fails to so
notify Lessor or declines to exercise said Option to Renew, such right shall
terminate and no longer be in effect.

IN WITNESS WHEREOF, the parties hereto have executed this instrument in the
presence of the undersigned competent witnesses.

Executed by Lessor at Lake Charles, Louisiana, this 30th day of April,
1996.

WITNESSES: CALCASIEU MARINE NATIONAL BANK OF
LAKE CHARLES
/s/ Malinda Kellogg BY: /s/ [ILLEGIBLE]
- ----------------------------- ------------------------------

/s/ Patricia S. Boyer TITLE: Sr. V.P.
- ----------------------------- ------------------------------

Executed by Lessee at Lake Charles, Louisiana, this 29 day of April, 1996.

WITNESSES: MERCURY, INC.

/s/ [ILLEGIBLE] BY: William L. Henning Jr.
- ----------------------------- ------------------------------

/s/ Brenda McElveen TITLE: Chairman/CEO
- ----------------------------- -------------------------------

14
<PAGE>

ATTACHMENT "B"

RULES AND REGULATIONS

1. The Building Management office should be contacted for all matters
pertaining to the building.

2. All furniture, fixtures, safes, heavy or bulky items, and other articles
shall be moved in or out, or within the building by Lessee, only with the
permission of and in such manner and at such times as may be approved or
directed by the Building Management. Lessee shall be liable for any losses,
damages or injuries to persons or property in so moving or handling the
same.

3. For your protection, authorization from the Building Management office is
required before any furniture or equipment shall be permitted to leave the
building.

4. Lessor will provide and maintain a directory for all tenants in the
building. No signs, advertisements, or notices visible to the general
public shall be permitted within the building unless first approved in
writing by Building Management. Any additions, deletions, or changes to the
building directories should be furnished to the Building Management in
writing on Lessee's letterhead duly signed.

5. Lessee will refer all contractors, contractor's representatives and
installation technicians rendering any service for Lessee to Building
Management for supervision and/or approval before performance of any such
contractual services. This shall apply to all work performed in the
building, including, but not limited to, installation of telephones,
telegraph equipment, electrical devices and attachments and installations
of any and every nature affecting floors, walls, woodwork, trim, windows,
ceiling, equipment or any other physical portion of the building. None of
this work will be done by Lessee without Building Management prior written
approval.

6. The Building Manager, or his representative, shall have the right at all
reasonable times to enter into and upon said premises to examine, inspect,
repair or protect any or all things pertaining to said premises or building
or appurtenances.

7. The work of the building employees shall not be hindered by Lessee and such
work may be done at any time when the offices are vacant. The windows,
doors and fixtures may be cleaned at any time.

8. Lessee, their clerks, employees and occupants of their leased premises
shall not make or permit any improper or excessive noise in the building,
use any musical instruments or do anything that will annoy, disturb or
interfere in any way with other tenants or those having business with them.
No dogs, cats, birds, other animals, bicycles, or other vehicles shall be
allowed in the building. Lessee shall shut off all utilities and close and
lock all doors when premises are left unattended.

9. Lessee shall not place, install or operate on the demised premises or in
any part of the building, any engine or machinery, or conduct mechanical
operations, or place or use in or about the demised premises, any
explosives, gasoline, kerosene, oil, acids, caustics or any other
inflammable, explosive, or hazardous material without the prior written
consent of Building Management.

18
<PAGE>

10. Lessor will not be responsible for any personal property, equipment,
money, or jewelry lost or stolen from Lessee's area, or public rooms,
regardless of whether such loss occurs when the area is locked against
entry or not, except as otherwise provided in this Lease.

11. No dust, rubbish or litter shall be swept from any room into any of the
corridors or public spaces. The sidewalks, corridors, lobbies, elevators
and/or stairways shall not be obstructed by Lessee, nor used by Lessee's
employees for any other purpose than for ingress to and egress from the
respective leased premises. All utilities and public facilities will remain
the exclusive charge of Lessor and Lessee will commit no act which will be
wasteful or harmful to utilities and public facilities. Call Building
Management office for disposal of large items of trash. Except for coffee
pots and microwave ovens, electric current shall not be used for cooking or
heating without prior written permission from Building Management.

12. Lessee shall provide and use adequate waste and rubbish receptacles,
cabinets, bookcases, map-cases, etc., necessary to prevent unreasonable
hardship to Lessor in discharging his obligations regarding cleaning
service.

13. No additional lock shall be placed upon any door without Building
Management's prior written consent, and upon Lessee moving from the
premises, any such lock with the keys belonging thereto shall be
delivered to the Building Manager.

14. Lessee will be supplied, free of charge, with two keys for each corridor
door entering the Leased Premises, and additional keys will be furnished at
a charge of $2.00 per key by Building Manager on an order signed by Lessee
or Lessee's authorized representative. All such keys shall remain the
property of Lessor. No additional locks shall be allowed on any door of
Leased Premises, and Lessee shall not make, or permit to be made any
duplicate keys, except those furnished by Lessor. Upon termination of this
Lease, Lessee shall surrender to Lessor the explanation of the
combination of all locks for safes, safe cabinets and vault doors, if any,
in the Leased Premises.

15. No nails or stickers shall be placed by tenants in or on the woodwork,
partitions, or walls except in a manner approved or installed by the
Building Management, and there shall be no nailing, boring, screwing or
cutting into any woodwork, partitions or walls. Corridor doors when not in
use shall be kept closed.

16. Water closets and other water fixtures shall not be used for any purpose
other than for which same are intended, and any damages resulting to same
from misuse on the part of Lessee, or Lessee's agents or servants, shall
be paid by the Lessee. No person shall waste water by interfering or
tampering with the faucets or otherwise. No acids, slops, ashes, dirt or
other rubbish shall be emptied into the water closets other than specially
designed plumbing fixtures, nor shall any acids or other chemicals
injurious to the plumbing, pipes or fixtures be permitted to enter the
waste pipes.

17. Lessor shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment including safes, large
files, etc., that are to be placed in the building, and only those which in
the opinion of Lessor might without reasonable probability do damage to
the floors, structure and/or elevators may be moved into said building.

<PAGE>

Any damage, occasioned in connection with the moving or installing of such
aforementioned articles in said building or the existence of same in said
building shall be paid by Lessee.

18. To insure orderly operation of the building, Building Management reserves
the right to approve all concessionaires, vending machine operations, or
other distribution of cold drinks, coffee, food, or other concessions,
water, towels, or newspapers. Such approval shall not be unreasonably
withheld.

19. Tenant shall not solicit from or circulate advertising or other materials
among other tenants in the building except by regular use of the U.S. mail.

20. The existing north surface parking lot directly adjacent to the Building
shall be for the exclusive use of building visitors, clients and guests.
Tenants shall not park in north lot. Tenants shall park in the adjacent
parking garage, or shall make arrangements to park in the Civic Center lot,
or other off-site parking.

21. Lessor desires to maintain high standards of environment, comfort and
convenience for its Lessees. It will be appreciated if any undesirable
conditions or lack of courtesy or attention by its employees is reported
directly to Building Management.

<PAGE>

ATTACHMENT "C"
BUILDING STANDARDS

Lessor agrees, at its sole cost and expense, to do the following ("Building
Standard Work") in the Leased Premises:

(a) Supply and install Lessor's Building Standard partitions in an amount not
to exceed ten (10) linear feet for each one hundred (100) square feet of usable
area.

(b) Supply and install Lessor's Building Standard interior doors, frames and
hardware (consisting of latchset, butts, and door stops) in an amount not to
exceed one for each three hundred (300) square feet of usable area.

(c) Supply and install in quantity required by code Lessor's Building Standard
entrance/exit doors, frames and hardware (consisting of lockset, butts, door
stops, and door closer).

(d) Supply and install Building Standard acoustical ceiling throughout.

(e) Supply Lessor's Building Standard electrical facilities sufficient for a
connected load of 2.5 watts at 277/480 volts, three phase, and 1 watt at 208/120
volts, three phase, per square foot of usable area served; but not including
electricity required for duplicating and electronic data processing equipment,
special lighting in excess of building standard, and any other item of
electrical equipment which (singly) consumes more than 0.5 kilowatts at rated
capacity or requires a voltage other than 120 volts single phase.

(f) Supply and install Lessor's Building Standard recessed fluorescent lighting
fixtures in an amount not to exceed one fixture for each eighty (80) square feet
of usable area in the Leased Premises; Building Standard duplex receptacle wall
outlets in an amount not to exceed one for each one hundred fifty (150) square
feet of usable area in the Leased Premises; Building Standard telephone wall
outlets in an amount not to exceed one for each one hundred seventy-five (175)
square feet of usable area in the Leased Premises; and Building Standard wall
switches not to exceed one for each three hundred (300) square feet of usable
area in the Leased Premises. Circuitry within the Leased Premises for other than
Building Standard items shall be at Tenant's expense.

(g) Supply and install Lessor's Building Standard zoned air conditioning
systems with reasonable duct work, and thermostats in an amount not to exceed
one thermostat for each conditioning zone. Said system shall be designed to be
capable of maintaining, within tolerances normal in first class office buildings
and subject to density factors of not more than one person per one hundred fifty
(150) square feet of usable space nor more than 3.5 watts of electrical load per
square foot of each area served, inside space conditions of 75 degrees F. dry
bulb and 45% relative humidity when outside conditions are 98 degrees dry bulb
and 80 degrees wet bulb.

(h) Supply and install Lessor's Building Standard carpet and Lessor's Building
Standard 1/8" vinyl tile floor covering in all uncarpeted areas.

(i) Paint the peripheral walls and all Building Standard partitions in Lessor's
standard manner, colors to be selected by Lessee from Lessor's standard colors.

(j) Supply and install Lessor's Building Standard window covering on all
perimeter windows.

21
<PAGE>

ATTACHMENT "D"
DESCRIPTION OF CM TOWER IMPROVEMENTS

1). Demising wall between tenant lease area: One layer 5/8 inch thick fire
---------------------------------------
resistive gypsum drywall on each side of 2 1/2 inch, 25 gauge galvanized
steel studs, full height from floor to underside of structure above; 1 1/2
inch thick sound attenuation insulation nested between studs; exposed
surfaces painted finish; concealed surface above ceiling line unfinished.
(Fire Resistive Rating; one hour, Underwriters Laboratories Design with
sound attenuation insulation added).

2). Interior Partitions: One layer 5/8 inch thick gypsum drywall on each side
-------------------
of 2 1/2 inch, 25 gauge galvanized steel studs, full height from floor to
ceiling, painted finish two sides.

3). Demising wall between Tenant Lease Area and Public Corridors: One layer 5/8
------------------------------------------------------------
inch thick gypsum drywall on each side of 2 1/2 inch, 25 gauge galvanized
steel studs, full height from floor to ceiling, painted finish on tenant
lease side, vinyl wall covering on public corridor side.

4). Doors: Flush solid core wood, 3'0" X 9'0" X 1 3/4" natural white oak face
-----
veneer. The amount shall not exceed 1 for every 300 square feet of lease
premises.

5). Hardware:
--------

Hinges McKinney: TA2731
Lockset: Corbin 77-851-26 Keyway 59C1
Passage Set: Corbin 77-810-26
Door Closer: North Series 8301

Typical Interior Door Hardware

1). Three Hinges
2). One Passage Set
3). One floor or wall mounted door stop

Typical Corridor Hardware

1). Three Hinges
2). One entrance function lockset
3). One surface mounted overhead closer
4). One floor or wall mounted door stop

6). Standard Ceiling: 2'0" X 2'0" exposed grid metal suspension system with
----------------
factory applied white baked enamel finish, nominal 2'0" X 2'0" X 3/4" lay-
in acoustical ceiling panels with factory applied white vinyl latex
finished surface.

7). Lighting Fixtures: 2'0" X 4'0" recessed air handling, lay-in fixture; three
-----------------
277 volt, 40 watt fluorescent lamps per fixture.

8). Duplex Convenience Outlet: 20A Hosp. Grade (Levington 8300W or Equal),
-------------------------
White as manufactured by G.E., Levition, Hubbell, A-H, P & S, Slater,
Sierra or Bryant. The average length of conduit per outlet will be 20' of
1/2" EMT with #12THHN solid copper wire, 600V. For dedicated circuits
Levington 5262IG 20A Orange or Equal.

9). Wall Switch: Touch plate @#50-2 white, low voltage, momentary contact
-----------
installed in a single gang metallic switch box. Install 1/2" EMT from
switch box to accessible ceiling space only. Terminate EMT above ceiling
with 1/2" EMT connector and 1/2" plastic bushing. Connect 50-2 switch to
Touchplate relays (2) with #18 TFFN stranded copper wire, 600V.

22
<PAGE>

10). Wall Telephone Outlet: Single gang, 3/4" conduit switch box and 3/4 EMT
---------------------
conduit from switch box to accessible ceiling space only. Terminate 3/4"
above ceiling with 3/4" EMT connector and plastic bushing. Cable suitable
for installation in environmental air space shall be furnished and
installed by telephone company. White telephone plates and outlets shall be
furnished and installed by telephone company.

11). Heating, Ventilation and Air Conditioning: Continuous slot ceiling mounted
-----------------------------------------
supply air adjacent to building exterior curtain wall. Perforated metal
grill for return air painted black. Return air diffusers. 2' X 2' white.
Additional air-conditioning required due to tenant-supplied equipment is
not included.

12). Door Frames; Headtracks: Extruded aluminum knock-down type frame, factory
-----------------------
applied white painted finish.

Frames & Headtrack (RACO)
PR-1, 375, White 10' 7"
PR-21, White 12' 0"
PR-234F, 375, White, 3' 0" X 8' 10 1/2"
PR-123F, 375, White, 3' 0" X 8' 10 1/2"

13). Window Coverings: Bali Blinds #42 - matte white.
----------------

14). Vinyl Floor Covering: Azrock Vinyl Composition Tile, 1/8" gauge.
--------------------

15). Base: Roppe 4 inch, selection of colors, 00, 10, 20, 30, 40, 50, 52, 62,
----
70, 80, 87, 88, 89, 90, 91, 93, 95, 96, 97, 98, and 99.

16). Carpet: Shaw-Sea Island.
------

17). Paint: Pratt & Lambert or Coronado.
-----

18). Fire Protection: Lease area protected by fully automatic fire sprinkler
---------------
system; hydraulically designed for ordinary hazard classification; chrome
plated pendant heads with chrome plated escutcheons.

19). Conduit in Tenant Lease Space: "BX" armor clad cable shall not be used.
-----------------------------
Where EMT conduit is used, it shall be joined by set screw type connectors
and couplings as manufactured by Midwest, Steel City, EFCOR, RACO, ETP, T &
B, Gedneg, Applet, or approved equal. Diecast type connectors and couplings
will be acceptable provided they meet Underwriters Laboratories
requirements.

20). Speaker Horns: Alarm signal and voice communication horns shall be UL
-------------
listed wall mounted flush type re-entrant type horns housed in diecast
aluminum frames and grills with finish. They shall be constructed for safe
use and without impairing the quality of tone or voice reproduction in
climates ranging from - 30 degrees F to 150 degrees F. The horn
diaphragm shall be constructed of poly-flared, folded, re-entrant type
horn and shall protect the horn mechanism from malicious attack. Provide
one alarm signal and voice communication horn in lease areas exceeding
1,000 square feet of usable space.

23
<PAGE>

FIRST AMENDMENT TO LEASE AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This First Amendment to Lease Agreement is entered into between Calcasieu
Marine National Bank of Lake Charles ("Lessor"), whose mailing address is P.O.
Box 3402, Lake Charles, Louisiana 70602 and Mercury, Inc. ("Lessee"), whose
mailing address is One Lakeshore Drive, Suite 1495, Lake Charles, Louisiana
70629.

WITNESSETH

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30, 1996 by
Lessor, Lessor let unto Lessee certain premises ("Leased Premises") comprised of
37,949 net rentable square feet (35,148 usable) of the 20th, 19th, 15th, 14th,
7th and 1st floors and,

WHEREAS, Lessor and Lessee desire to amend the Lease to provide temporary space
in the Building as an accommodation to Lessee until the construction of the
permanent space is completed by the parties hereto;

NOW THEREFORE, in order to effectuate the intent of the parties as hereabove set
forth and for good and valuable consideration exchanged between the parties,
effective May 18, 1996, the Lease is hereby amended to include the following
terms and conditions:

1) Beginning on May 18, 1996 and ending on August 31, 1996, Lessee shall be
entitled to occupy Suite 1200 consisting of 3,065 net rentable square feet
(2,665 usable) (the "Temporary Space").

2) As Base Rental for Suite 1200, (the "Temporary Space") Lessee shall pay
Lessor without deduction, abatement or setoff, the sum of Two thousand eight
------------------
hundred twenty-two dollars and thirty five cents ($2,822.35) on or before the
- ------------------------------------------------
first day of each calendar month beginning June 1, 1996. Base Rental for May,
1996, is prorated as follows:

$2,822.35 divided by 30 X 14 = $1,317.00

3) If construction of the permanent space is not completed by September 1,
1996, the lease for the temporary space shall extend on a month-to-month basis
until occupancy of the permanent space has occurred.

This First Amendment to Lease shall be governed by the same terms and conditions
of the original Lease Agreement. All other terms and conditions of this Lease
shall remain in full force and effect as heretofore.

IN WITNESS WHEREOF, this First Amendment to Lease is executed by Lessor at Lake
Charles, Louisiana this 3rd day of June, 1996.

WITNESSES: CALCASIEU MARINE NATIONAL BANK
OF LAKE CHARLES

/s/ Malinda Kellogg BY: /s/ [ILLEGIBLE]
- ----------------------------- -----------------------------
/s/ Dawn Alexander TITLE: Sr V.P.
- ----------------------------- -----------------------------

In WITNESS WHEREOF, this First Amendment to Lease is executed by Lessee at Lake
Charles, Louisiana this 3rd day of June, 1996.

WITNESSES: MERCURY, INC.

/s/ Carolyn Nunez BY: /s/ Brenda S. McElveen
- ----------------------------- -----------------------------
/s/ James Stuart Hamilton TITLE: VP of Operations
- ----------------------------- -----------------------------

<PAGE>

SECOND AMENDMENT TO LEASE AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Second Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 120, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and Mercury, Inc. ("Lessee") whose mailing address is One Lakeshore
Drive, Suite 1495, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30 by
Lessor, Lessor let unto Lessee certain premises ("Leased Premises") in the
building known as Hibernia Tower comprised of 37,949 net rentable square feet
(35,148 usable) of the 20th, 19th, 15th, 14th, 7th, and 1st floors and,

WHEREAS, Lessor and Lessee desire to amend the Lease to set forth the facts and
agreements pertaining to the hereabove stated intents;

NOW THEREFORE, in order to effectuate the intent of the parties as hereabove
set forth and for good and valuable consideration exchanged between the parties,
effective November 15, 1996 the Lease is hereby amended to incorporated the
-----------
following:

1) Section I., 1.1, Leased Premises - Upon occupancy of the Leased Premises,
---------------
Lessee's mailing address shall be changed to One Lakeshore Drive, Suite 1900,
Lake Charles, Louisiana, 70629. The Leased Premises are outlined on the floor
plans made a part hereof as Attachments "A-1 - A-6".

2) Section I., 1.2 - For purposes of this Lease, the net rentable area of the
Leased Premises is changed to 41,279 square feet (40,947 usable square feet),
------
comprised of the following suites:

a. Existing Leased Premises
------------------------

Suite 1590 1,305 RSF (1,135 USF)
15 Equip. Room 230 RSF ( 200 USF)
Suite 1470 503 RSF ( 437 USF)
Suite 135 505 RSF ( 439 USF)
-------------------
Total 2,543 RSF (2,211 USF)

B. New Leased Premises
-------------------

Suite 2000 10,089 RSF (10,089 USF)
Suite 1900 16,482 RSF (16,482 USF)
Suite 700 12,165 RSF (12,165 USF)
-----------------------
Total 38,736 RSF (38,736 USF)

3) Section II, Term, 2.1 - The Term of this Lease will be 60 months,
commencing November 15, 1996 and expiring November 14, 2001.

4) Section III., 3.1 - Base Rental for the Leased Premises is changed
to Thirty eight thousand eleven dollars and eight cents ($38,011.08) per month,
----------------------------------------------------
payable on or before the first day of each calendar month of the lease term. If
the Lease does not commence on the first day of a calendar month, the monthly
installment of Base Rental will be prorated.

<PAGE>

5) Section VI, 6.1 Parking shall be changed as follows: Lessee's free parking
-------
shall increase to forty-one (41) car/s in accordance with the parking ratio of
one free space per 1,000 square feet of Net Rentable Area leased with one per
750 square feet guaranteed in Lessor's adjacent parking garage.

6) The Addendum to Lease, paragraph 1 shall be changed as follows: Lessor
agrees to build out Lessee's Leased Premises at a cost not to exceed
$803,580.00, or the actual cost, whichever is less, calculated as shown below:
- -----------

Suite 2000 10,089 RSF at $25/RSF = $252,225.00
Suite 1900 16,482 RSF at $15/RSF = $247,230.00
Suite 700 12,165 RSF at $25/RSF = $304,125.00
------ -----------
Total 38,622 RSF $803,580.00

7) The Addendum to Lease, paragraph 3 shall be changed as follows: The Lease
for Suites 1495, 1485, 1465, 1220, 1200, 1175, and 980 will be terminated upon
occupancy of the 20th, 19th and 7th floors by Lessee.

IN WITNESS WHEREOF, the parties hereto have executed this instrument in the
presence of the undersigned competent witnesses.

Executed by Lessor at New Orleans, Louisiana this 2nd day of December, 1996.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ [ILLEGIBLE] BY: /s/ Edward R. DeLatte
- ------------------------------ --------------------------

/s/ Diana Falgaut TITLE: Vice President
- ------------------------------ -------------------------

Executed by Lessee at Lake Charles, Louisiana this 25 day of November, 1996.

WITNESSES: MERCURY, INC.

/s/ Sheila K. King BY: /s/ William L. Henning Jr.
- ------------------------------ ---------------------------

/s/ Amy Durkin TITLE: Chairman/CEO
- ------------------------------ --------------------------

<PAGE>

TERMINATION OF LEASE

THIS TERMINATION OF LEASE, made and entered into this 2nd day of December, 1996,
by and between Hibernia National Bank, Successor by merger to Calcasieu Marine
National Bank of Lake Charles ("Lessor") and Mercury, Inc., ("Lessee").

WITNESSETH:

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30, 1996 by
Lessor, and as amended by the First Amendment to Lease dated June 3, 1996 by
Lessor and Lessee, Lessor leased unto Lessee those certain premises listed
below, and

WHEREAS, Lessor and Lessee wish to terminate the Lease for these Suites;

NOW THEREFORE, in consideration of these present and the agreements of each
other, Lessor and Lessee hereby agree that the Lease Agreement for the following
Suites shall terminate effective November 15, 1996.

Suite 1495 - 9,636 RSF
Suite 1485 - 667 RSF
Suite 1465 - 334 RSF
Suite 1220 - 3,499 RSF
Suite 1200 - 3,065 RSF
Suite 1175 - 803 RSF
Suite 980 - 2,875 RSF
----------
Total - 20,879 RSF

IN WITNESS WHEREOF, Lessor and Lessee have executed this instrument by proper
persons thereunto duly authorized so to do the day and year hereinabove written.

Executed by Lessor at New Orleans, Louisiana this 2nd day of December, 1996.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ [ILLEGIBLE] BY: /s/ Edward R. DeLatte
- -------------------- --------------------------
/s/ Diana Falgaut TITLE: Vice President
- -------------------- ----------------------

Executed by Lessee at Lake Charles, Louisiana this 25 day of November, 1996.

WITNESSES: MERCURY, INC.

/s/ Sheila K. King BY: /s/ Brenda S. McElveen
- -------------------- --------------------------
/s/ Amy Durkin TITLE: V/P of Operations
- -------------------- -----------------------

<PAGE>

THIRD AMENDMENT TO LEASE AGREEMENT
EXPANSION AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Third Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 120, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and Mercury, Inc. ("Lessee") whose mailing address is One Lakeshore
Drive, Suite 1900, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30 by
Lessor, in which Lessor agreed to lease to Lessee and Lessee agreed to lease
approximately 37,949 net rentable square feet (35,148 usable square feet) on the
20th, 19th, 15th, 14th, 7th and 1st floors (the "Premises") of Hibernia Tower
(formerly the CM Tower) (the "Building"), and,

WHEREAS, Lessor and Lessee entered into a First Amendment to Lease Agreement
dated June 3, 1996 by Lessor and Lessee which granted Lessee the right to use
Suite 1200 on a temporary basis until the construction of the permanent Leased
Premises was completed, and

WHEREAS, Lessor and Lessee entered into a Second Amendment to Lease Agreement
dated November 25, 1996 by Lessee and December 2, 1996 by Lessor, which
established the square footage of the newly constructed Leased Premises as
41,279 net rentable square feet (40,947 usable square feet) and the term of the
Lease as 60 months commencing November 15, 1996 and expiring November 14, 2001
at a Base monthly rental of $38,001.08, and

WHEREAS, Lessor and Lessee hereby agree to modify the Lease in accordance with
the terms expressed in this Third Amendment to Lease;

NOW THEREFORE, Lessor and Lessee hereby agree as follows:

1) Section I., 1.2, Leased Premises - The net rentable area of the Leased
---------------
Premises is increased to 51,582 net rentable square feet (49,906 usable) due to
the addition of Suite 1495, which consists of 10,303 net rentable square feet
(8,959 usable), as outlined on the floor plan attached hereto and made a part of
this Third Amendment to Lease Agreement as Attachment "A7". This Expansion Area
includes a common area factor of 15%. The new Leased Premises is comprised of
the following suites:

Suite 2000 10,089 RSF (10,089 USF)
Suite 1900 16,482 RSF (16,482 USF)
Suite 1590 1,305 RSF ( 1,135 USF)
15 Equip.Room 230 RSF ( 200 USF)
Suite 1470 503 RSF ( 437 USF)
Suite 1495 10,303 RSF ( 8,959 USF)
Suite 700 12,165 RSF (12,165 USF)
Suite 135 505 RSF ( 439 USF)
-----------------------
Total 51,582 RSF (49,906 USF)

<PAGE>

2) Section II., 2.1, Term - The term of this Expansion Area will be 56 months,
----
commencing on March 15, 1997 and expiring co-terminus with the existing Lease
Agreement on November 14, 2001.

3) Section III, 3.1, Rent - Base monthly rental for the entire Leased
----
Premises shall be Forty seven thousand four hundred ninety eight dollars and
----------------------------------------------------------
forty three cents ($47,498.43), payable on or before the first day of each
- -----------------
calendar month of the lease term. If the term of the Expansion Area does not
commence on the first day of a calendar month, the monthly installment of Base
rental for the Expansion Area will be prorated.

4) Section VI., 6.1, Parking - Lessee's free parking shall increase to fifty
-------
two (52) cars in accordance with the parking ratio of one free space per 1,000
square feet of Net Rentable Area leased with one per 750 square feet guaranteed
in Lessor's adjacent parking garage.

5) The following is added to Section XV, Special Provisions as paragraph 15.6:
------------------
Anything in this Lease to the contrary notwithstanding, Lessor agrees to
renovate Lessee's Expansion Area at a cost not to exceed Fifty thousand dollars
($50,000.00) or the actual cost, whichever is less, according to architectural
drawings provided for and approved by Lessee. The above referenced amount shall
include architectural fees. Any and all costs of leasehold improvements which
exceed the above referenced allowance shall be at Lessee's sole expense.

This Third Amendment to Lease shall be governed by the same terms and conditions
of the original Lease Agreement as amended. All other terms, covenants and
conditions of this Lease, as amended, remain in full force and effect as
heretofore.

IN WITNESS WHEREOF, this Third Amendment to Lease is executed by Lessor at New
Orleans, Louisiana this 7th day of March, 1997.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ Gloria J. Kirk BY: /s/ Edward R. DeLatte
- ---------------------- -------------------------
/s/ Cheryl Morris TITLE: Vice President
- ---------------------- -------------------------

IN WITNESS WHEREOF, this Third Amendment to Lease is executed by Lessee at Lake
Charles, Louisiana this 4th day of March, 1997.

WITNESSES: MERCURY, INC.

/s/ Amy M. Durkin BY: /s/ Brenda S. McElveen
- ---------------------- -------------------------
/s/ Malinda Kellogg TITLE: VP of Administration
- ---------------------- -------------------------

<PAGE>

FOURTH AMENDMENT TO LEASE AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Fourth Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 120, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and Mercury, Inc. ("Lessee") whose mailing address is One Lakeshore
Drive, Suite 1900, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30, 1996 by
Lessor, in which Lessor agreed to lease to Lessee and Lessee agreed to lease
approximately 37,949 net rentable square feet (35,148 usable square feet) on the
20th, 19th, 15th, 14th, 7th and 1st floors (the "Premises") of Hibernia Tower
(formerly the CM Tower) (the "Building"), and,

WHEREAS, Lessor and Lessee entered into a Third Amendment to Lease Agreement
dated March 4, 1997 by Lessee and March 7, 1997 by Lessor, which expanded the
Leased Premises to 51,585 net rentable square feet (49,906 usable square feet)
commencing March 15, 1997 and expiring November 14, 2001 at a base monthly
rental of $47,498.43, and

WHEREAS, Lessor and Lessee hereby agree to modify the Lease in accordance with
the terms expressed in this Fourth Amendment to Lease;

NOW THEREFORE, Lessor and Lessee hereby agree as follows:

1) Section I. 1.2, Leased Premises - The net rentable area of the Leased
---------------
Premises is decreased to 50,855 net rentable square feet (49,274 usable) due to
the reduction of Suite 1590 from 1,305 net rentable square feet (1,135 usable)
to 578 net rentable square feet (503 usable), as outlined on the floor plan
attached hereto and made a part of this Fourth Amendment to Lease Agreement as
Attachment "A-8". This reduction returns Suite 1590 to the size agreed upon in
the original Lease Agreement.

2) Section II., 2.1, Term - The effective date of the reduction to the Leased
----
Premises shall be March 15, 1997.
<PAGE>

3) Section III, 3.1, Rent - Base monthly rental for the entire Leased Premises
----
shall be Forty six thousand eight hundred twenty eight dollars and ninety eight
----------------------------------------------------------------------
cents ($46,828.98), payable on or before the first day of each calendar month of
- -----
the lease term. The monthly installment of base rental for March will be
prorated.

4) Section VI., 6.1, Parking - Lessee's free parking shall decrease to fifty
-------
one (51) cars in accordance with the parking ratio of one free space per 1,000
square feet of Net Rentable Area leased with one per 750 square feet guaranteed
in Lessor's adjacent parking garage.

This Fourth Amendment to Lease shall be governed by the same terms and
conditions of the original Lease Agreement as amended. All other terms,
covenants and conditions of this Lease, as amended, remain in full force and
effect as heretofore.

IN WITNESS WHEREOF, this Fourth Amendment to Lease is executed by Lessor at New
Orleans, Louisiana this 18th day of March, 1997.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ [ILLEGIBLE] BY: /s/ Edward R. DeLatte
- ----------------------- ---------------------------

/s/ Patricia S. Boyer TITLE: Vice President
- ----------------------- ---------------------------

IN WITNESS WHEREOF, this Fourth Amendment to Lease is executed by Lessee at Lake
Charles, Louisiana this 14 day of March, 1997.

WITNESSES: MERCURY, INC.

/s/ Amy Durkin BY: /s/ Brenda S. McElveen
- ----------------------- --------------------------

/s/ Sheila K. King TITLE: V/P of Administration
- ----------------------- --------------------------

<PAGE>

FIFTH AMENDMENT TO LEASE AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Fifth Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 560, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and Mercury, Inc. ("Lessee") whose mailing address is One Lakeshore
Drive, Suite 1900, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, Lessor and Lessee entered into a Second Amendment to Lease Agreement
dated November 25, 1996 by Lessee and December 2, 1996 by Lessor, which
established the square footage of the newly constructed Lease Premises as 41,279
net rentable square feet (40,947 usable square feet) and the term of the Lease
as 60 months commencing November 15, 1996 and expiring November 14, 2001 at a
base monthly rental of $38,001.08, and

WHEREAS, Lessor and Lessee entered into a Fourth Amendment to Lease Agreement
dated March 14, 1997 by Lessee and March 18, 1997 by Lessor, which reduced the
Leased Premises to 50,855 net rentable square feet (49,274 usable square feet)
commencing March 15, 1997 and expiring November 14, 2001 at a base monthly
rental of $46,828.98 with Lessee's free parking ratio decreased to 51 vehicles,
and

WHEREAS, Lessor and Lessee entered into a six-month Option To Reduce Leased
Premises dated December 15, 1997 by Lessor and Lessee, in which Lessee was
granted a one time option to reduce the Leased Premises by a total of up to
30,000 square feet to relocate Lessee's operations to the Pujo Property, and

WHEREAS, Lessor and Lessee hereby agree to modify the Lease in accordance with
the terms expressed in this Fifth Amendment to Lease;

NOW THEREFORE, Lessor and Lessee hereby agree as follows:

1) Section I., 1.2, Leased Premises - The net rentable area of the Leased
---------------
Premises is increased to 56,653 net rentable square feet (55,072 usable) due to
the addition of the remaining 5798 net rentable square feet (5798 usable) on the
20th floor to the existing Leased Premises, as outlined on the floor plan
attached hereto and made a part of this Fifth Amendment to Lease Agreement as
Attachment "A-9".

2) Section II., 2.1, Term - The term of this Expansion area will commence on
----
June 15, 1998 or upon substantial completion of construction and will expire
co-terminus with the existing Lease Agreement on November 14, 2001.

3) Section III., 3.1, Rent - Base monthly rental for the entire Leased
----
Premises shall be Fifty-two thousand one hundred sixty-seven dollars and
------------------------------------------------------
ninety-seven cents ($52,167.97), payable on or before the first day of each
- -------------------------------
calendar month of the lease term. The monthly installment of base rental shall
be prorated based upon the actual date of substantial completion of the
expansion area.

4) Section VI., 6.1, Parking - Lessee's free parking shall increase to
-------
fifty-six (56) cars in accordance with the parking ratio of one free space per
1,000 square feet of Net Rentable Area leased with one per 750 square feet
guaranteed in Lessor's adjacent parking garage.

<PAGE>

5) The following is added to Section XV, Special Provisions as paragraph 15.7:
------------------
Anything in this Lease to the contrary notwithstanding, Lessor agrees to build
out the expansion area and other space within the existing Leased Premises on
the 7th and 19th floors at a cost not to exceed One hundred nine thousand six
-----------------------------
hundred forty-two dollars ($109,642.00) or the actual cost, whichever is less,
- ---------------------------------------
according to architectural drawings provided for and approved by Lessee. The
above referenced amount shall include architectural fees. Any and all costs of
leasehold improvements which exceed the above referenced allowance shall be at
Lessee's sole expense.

6) The following is added to Section XV, Special Provisions as paragraph 15.8:
------------------
None of the expansion area on the 20th floor, as outlined on Attachment "A-9",
may be included in the amount of Leased Premises that may be surrendered under
the terms of the Option to Reduce Leased Premises dated December 15, 1997 by
Lessor and Lessee.

This Fifth Amendment to Lease shall be governed by the same terms and conditions
of the original Lease Agreement as amended. All other terms, covenants and
conditions of this Lease, as amended, remain in full force and effect as
heretofore.

IN WITNESS WHEREOF, this Fifth Amendment to Lease is executed by Lessor at New
Orleans, Louisiana this 19th day of May, 1998.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ Gloria J. Kirk BY: /s/ Edward R. De Latte
- ------------------------------ ----------------------------

/s/ Renee Mansfield TITLE: Senior Vice President
- ------------------------------ ----------------------------

IN WITNESS WHEREOF, this Fifth Amendment to lease is executed by Lessee at Lake
Charles, Louisiana this 13 day of May, 1998.

WITNESSES: MERCURY , INC.

/s/ Charlane Laselle BY: /s/ Brenda McElveen
- ------------------------------ ----------------------------

/s/ Amy M. Durkin TITLE: V/P Administration
- ------------------------------ ----------------------------

<PAGE>

SIXTH AMENDMENT TO LEASE AGREEMENT
MERCURY, INC.

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Sixth Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 560, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and Mercury, Inc. ("Lessee") whose mailing address is One Lakeshore
Drive, Suite 1900, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, by Lease Agreement dated April 29, 1996 by Lessee and April 30, 1996 by
Lessor, in which Lessor agreed to lease to Lessee and Lessee agreed to lease
approximately 37,949 net rentable square feet (35,148 usable square feet) on the
20th, 19th, 15th 14th, 7th and 1st floors (the "Premises") of Hibernia Tower
(formerly the CM Tower) (the "Building"), and,

WHEREAS, Lessor and Lessee entered into a Second Amendment to Lease Agreement
dated November 25, 1996 by Lessee and December 2, 1996 by Lessor, which
established the square footage of the newly constructed Lease Premises at 41,279
net rentable square feet (40,947 usable square feet) and the term of the Lease
as 60 months commencing November 15, 1996 and expiring November 14, 2001 at a
base monthly rental of $38,001.08, and

WHEREAS, Lessor and Lessee entered into a six-month Option To Reduce Leased
Premises dated December 15, 1997 by Lessor and Lessee, in which Lessee was
granted a one-time option to reduce the Leased Premises by a total of up to
30,000 square feet to relocate Lessee's operations to the Pujo Property, and

WHEREAS, Lessor and Lessee entered into a Fifth Amendment to Lease Agreement
dated March 13, 1998 by Lessee and March 19, 1998 by Lessor, which increased the
Leased Premises to 56,653 net rentable square feet (55,072 usable square feet)
commencing June 15, 1998 and expiring November 14, 2001 at a base monthly rental
of $52,167.97 with Lessee's free parking ratio increased to 58 vehicles, and

WHEREAS, Lessor and Lessee hereby agree to modify the Lease in accordance with
the terms expressed in this Sixth Amendment to Lease;

NOW THEREFORE, Lessor and Lessee hereby agree as follows:

1) Section I., 1.2, Leased Premises - The net rentable area of the Leased
---------------
Premises is decreased to 56,075 net rentable square feet (54,569 usable) due to
the removal of Suite 1590 (578 net rentable square feet) from the Leased
Premises, as outlined on the floor plan attached hereto and made a part of this
Sixth Amendment to Lease Agreement as Attachment "A-10".

2) Section II., 2.1, Term - The effective date of the reduction to the Leased
----
Premises shall be March 1, 1999.

3) Section III, 3.1, Rent - Base monthly rental for the entire Leased
----
Premises shall be Fifty-one thousand six hundred thirty-five dollars and
------------------------------------------------------
seventy-three cents ($51,635.73), payable on or before the first day of each
- --------------------------------
calendar month of the lease term. The monthly installment of base rental shall
be prorated based upon the actual move-out date.
<PAGE>

4) Section VI., 6.1, Parking - Lessee's free parking shall remain at fifty-six
-------
(56) cars in accordance with the parking ratio of one free space per 1,000
square feet of Net Rentable Area leased with one per 750 square feet guaranteed
in Lessor's adjacent parking garage.

This Sixth Amendment to Lease shall be governed by the same terms and conditions
of the original Lease Agreement as amended. All other terms, covenants and
conditions of this Lease, as amended, remain in full force and effect as
heretofore.

IN WITNESS WHEREOF, this Sixth Amendment to Lease is executed by Lessor at New
Orleans, Louisiana this 17th day of February, 1999.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ Gloria J. Kirk BY: /s/ Edward R. DeLatte
- ------------------------------ --------------------------

/s/ Dayna G. Barrios TITLE: SVP
- ------------------------------ -----------------------

IN WITNESS WHEREOF, this Sixth Amendment to Lease is executed by Lessee at Lake
Charles, Louisiana this 12 day of February, 1999.

WITNESSES: MERCURY, INC.

/s/ Carolyn Nunez BY: /s/ Brenda McElveen
- ------------------------------ --------------------------

/s/ Amy Durkin TITLE: V/P Administration
- ------------------------------ -----------------------

<PAGE>

SEVENTH AMENDMENT TO LEASE AGREEMENT
U.S. UNWIRED

STATE OF LOUISIANA
PARISH OF CALCASIEU

This Seventh Amendment to Lease by and between Hibernia National Bank, Successor
by merger to Calcasieu Marine National Bank of Lake Charles, whose mailing
addresses are c/o Property One, Inc., One Lakeshore Drive, Suite 560, Lake
Charles, Louisiana 70629 and Hibernia National Bank, attention Administrative
Services, P.O. Box 61540, New Orleans, Louisiana 70161 (hereinafter referred to
as "Lessor") and U.S. Unwired, (formerly Mercury, Inc., "Lessee") whose mailing
address is One Lakeshore Drive, Suite 1900, Lake Charles, Louisiana 70629.

WITNESSETH

WHEREAS, Lessor and Lessee entered into a Second Amendment to Lease Agreement
dated November 25, 1996 by Lessee and December 2, 1996 by Lessor, which
established the square footage of the newly constructed Lease Premises as 41,279
net rentable square feet (40,947 usable square feet) and the term of the Lease
as 60 months commencing November 15, 1996 and expiring November 14, 2001 at a
base monthly rental of $38,001.08, and

WHEREAS, Lessor and Lessee entered into a Sixth Amendment to Lease Agreement
dated February 12, 1999 by Lessee and February 17/th/, 1999 by Lessor, which
decreased the Leased Premises to 56,075 net rentable square feet, (54,569
usable) commencing March 1, 1999 and expiring November 14, 2001 at a base
monthly rental of $51,635.73, and

WHEREAS, Lessor and Lessee hereby agree to modify the Lease in accordance with
the terms expressed in this Seventh Amendment to Lease;

NOW THEREFORE, Lessor and Lessee hereby agree as follows:

1) Section I., 1.2, Leased Premises - The net rentable area of the Leased
---------------
Premises is increased to 57,701 net rentable square feet (55,983 usable) due to
the addition of Suite 980 (1626 net rentable square feet) to the Leased
Premises, as outlined on the floor plan attached hereto and made a part of this
Seventh Amendment to Lease Agreement as Attachment "A-11".

2) Section II., 2.1, Term - The term of the addition of Suite 980 shall be one
----
year, commencing on August 9, 1999 and expiring on August 8, 2000.

<PAGE>

3) Section III, 3.1. Rent - Base monthly rental for the entire Leased Premises
----
shall be Fifty-three thousand one hundred thirty-three dollars and ($53,133.00),
----------------------------------------------------------------------
payable on or before the first day of each calendar month of the lease term.
The monthly installment of base rental shall be prorated based upon the actual
occupancy date.

4) Section VI., 6.1. Parking - Lessee's free parking shall increase to
-------
fifty-seven (57) cars in accordance with the parking ratio of one free space per
1,000 square feet of Net Rentable Area leased with one per 750 square feet
guaranteed in Lessor's adjacent parking garage.

This Seventh Amendment to Lease shall be governed by the same terms and
conditions of the original Lease Agreement as amended. All other terms,
covenants and conditions of this Lease, as amended, remain in full force and
effect as heretofore.

IN WITNESS WHEREOF, this Sixth Amendment to Lease is executed by Lessor at New
Orleans, Louisiana this 9th day of August, 1999.

WITNESSES: HIBERNIA NATIONAL BANK

/s/ Gloria J. Kirk BY: /s/ Edward R. DeLatto
- ---------------------------- ----------------------

/s/ [ILLEGIBLE] TITLE: SVP
- ---------------------------- --------------------

IN WITNESS WHEREOF, this Sixth Amendment to Lease is executed by Lessee at Lake
Charles, Louisiana this 5 day of August, 1999.

WITNESSES: U.S. UNWIRED

/s/ Betty McManus BY: /s/ Brenda S. McElveen
- ---------------------------- -----------------------

/s/ Malinda Hightower TITLE: V P Administration
- ---------------------------- --------------------

<PAGE>

EXHIBIT 10.11

MANAGEMENT AGREEMENT

THIS Agreement ("Agreement") dated as of January 1, 1999, is made by and
among US Unwired Inc., a Louisiana corporation (hereinafter referred to as "USU"
or "Manager"), and Louisiana Unwired, LLC, a Louisiana Limited Liability Company
("LU").

WITNESSETH

WHEREAS, LU has been granted authority by the FCC to operate a
broadband personal communications service ("PCS") network on Frequency Block F
to serve the Lake Charles Basic Trading Area ("BTA"), Alexandria BTA, Shreveport
BTA and the Monroe BTA (the "Operating Licenses"):

WHEREAS, LU is a party to that certain agreement dated as of June 8,
1998 (the "Sprint PCS Management Agreement") with Sprint Spectrum, L.P. and
SprintCom, Inc. ("Sprint") pursuant to which LU provides or will provide PCS
services and products utilizing spectrum owned by Sprint in the Houma-
Thibodeaux, Louisiana BTA, the El Dorado-Magnolia-Camden and Pine Bluff,
Arkansas BTAs and the Longview-Marshall, Paris, Texarkana and Tyler, Texas BTAs.

WHEREAS, the PCS network operating on the licenses owned by LU or
Sprint is collectively referred to as the "System".

WHEREAS, LU desires to enter into an agreement with MANAGER for the
construction, management and operation of the System, at all times subject to
oversight, review, supervision and control by LU;

WHEREAS, MANAGER has developed extensive experience, resources and
expertise pertinent to PCS network construction, management and operation and
the provision of quality PCS service to the public; and

WHEREAS, all of the foregoing and all of the agreements between the
parties herein shall be subject to FCC and other regulatory approvals, if any,
as required by law.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed as follows:

Section 1. Definitions. The following terms shall have the following
meanings ascribed thereto for purposes of this Agreement:

"Affiliate" means any Person that, directly or indirectly, controls, or is
controlled by or under common control with, another Person. For purposes of
this definition, "control" (including the terms "controlled by" and "under
common control with") means the power to direct or cause the direction of the
management and policies of any Person, directly or indirectly, through ownership
of voting securities, by contract, or otherwise.

"Construction Budget" shall mean the budget approved by LU for each
calendar year for the construction of the Network Assets in the Territories.
<PAGE>

"Construction Requirements" shall mean the specifications and requirements
for construction and buildout of the Network Assets as required by the Sprint
PCS Management Agreement and approved by LU.

"GAAP" shall mean generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board, or in such other statements by such
other entity or other practices and procedures as may be approved by a
significant segment of the accounting profession, which are applicable to the
circumstances as of the date of determination. For purposes of this Agreement,
GAAP shall be applied on an accrual basis in a manner consistent with historic
practices.

"Network Assets" shall mean the physical assets owned by LU that are
necessary to properly operate the System, including, without limitation, land,
switches, towers, antennas, control points, base stations, circuits, and
interconnection facilities.

"Network Design" shall mean the RF and network plan of implementation for
the System as required by the Sprint PCS Management Agreement and approved by
LU.

"Operations Budget" shall mean the budget approved by LU for each calendar
year with respect to the activities of LU associated with the Sprint PCS
Management Agreement, excluding any items contained in the Construction Budget.

"Person" shall mean any individual, a general or limited partnership, a
corporation (including a non-profit corporation), an association, a joint stock
company, a trust, a joint venture, an unincorporated organization, a limited
liability company, a bank, an estate, or a governmental entity (or any
department, agency, or political subdivision thereof).

"Sprint Agreements" shall mean the Sprint PCS Management Agreement and all
agreements with Sprint executed in connection with the Sprint PCS Management
Agreement, including the Sprint PCS Services Agreement, Sprint Spectrum
Trademark and Service Mark License Agreement, Sprint Trademark License Agreement
and Sprint PCS Trademark License Agreement.

"Sprint PCS Management Agreement" shall have the meaning set forth above in
the Recitals.

"Sprint Programs" shall mean the Sprint PCS Management Agreement and all
agreements with Sprint executed in connection with the Sprint Management
Agreement, including the Sprint PCS Regional or National Distribution Program,
Sprint PCS National Accounts Program, Sprint PCS Roaming and Interservices Area
Program, Sprint PCS Technical Program and Sprint PCS Customer Service Program.

Section 2. Performance of Services. The Manager shall provide all
management, operational and administrative services necessary or appropriate to
fully discharge all of LU's management, operational and administrative
obligations under the Operating Licenses and the Sprint Agreements
(collectively, the "Management Services").

2
<PAGE>

2.1 Construction of Network Assets. The Management Services shall
include, without limitation, the management and supervision of the construction
and build-out of the Network Assets in accordance with the Network Design,
Construction Requirements, and Construction Budget (the "Construction
Services"). The Construction Services shall include, without limitation, the
following:

(a) the development of a Network Design to be proposed to LU,
including, but not limited to, development of a cell configuration,
formulation of an RF plan, analysis of propagation characteristics,
projection of the probable volume and location of demand, allocation
of System capacity, and selection of control point, and base station
sites;

(b) negotiation of such leases and options and the securing of
such third party consents and agreements as may be necessary to permit
the full use of the control point, base station, and switching sites
selected;

(c) secure such zoning or other necessary governmental approvals
as may be required to permit the use of the control point, base
station and switching sites selected and acquired;

(d) secure such Federal Aviation Administration ("FAA") approvals
as may be required for tower and antenna placements and heights;

(e) preparation of control point, base station, and switching
sites, including construction and/or modifications of radio towers and
buildings, as needed, to house switching and base station equipment,
construction and/or improvement of access roads, and installations of
such security facilities as may be necessary to meet FCC, vendor,
Sprint and/or sound business requirements;

(f) installation of switching and base station equipment and such
other facilities as may be necessary or appropriate for the operation
of such equipment and the System or, to the extent appropriate to or
required by the Network Design, the negotiation of such agreements as
are necessary to obtain use of the joint or shared switching
facilities of any other existing or planned PCS systems;

(g) the preparation and filing of any applications necessary to
maintain the Operating Licenses with the FCC;

(h) coordination with other contractors providing similar
services to LU for other BTAs included in the System; and

(i) such other activities as may be requested by LU, including
the preparation and filing of any applications or forms required by
the FCC or other governmental agencies.

2.2 Operation of System. The Management Services shall include,
without limitation, conducting all management and administrative services
associated with the operation and

3
<PAGE>

development of the System in accordance with the Operations Budget (the
"Operations Services"). The Operations Services shall include, without
limitation, the following:

(a) supervise technical personnel responsible for maintaining and
operating the Network Assets;

(b) manage and provide the daily technical operations,
engineering and maintenance of the Network Assets;

(c) prepare and submit proposals to LU for expansion of the
Network Assets, or for such other capital improvements therein, as may
be necessary to comply with the Sprint Agreements, FCC rules or to
meet market demand;

(d) obtain, develop and manage vendor relationships, including
discussions concerning discounts through the Sprint affiliation;

(e) compliance with the Sprint Agreements and Sprint Programs;

(f) provide and manage quality customer service functions to meet
or exceed standards set forth by Sprint;

(g) manage customer activities and disconnects along with the
provision of customer care services to the customers;

(h) develop, maintain and manage adequate fraud deterrence
programs;

(i) negotiate, obtain and manage roaming contracts, and manage
roaming functions between LU and its roaming partners and customers;

(j) provide administrative, customer service, finance,
accounting, insurance, purchasing, clerical and other general services
as may be necessary to the administration of the System;

(k) provide marketing, sales advertising and such other
promotional services as may be necessary in marketing of the System;

(l) establish bank accounts as may be necessary to the operation
of the System;

(m) negotiate, obtain and supervise adequate credit and
collection services;

(n) maintain and manage an adequate inventory program for LU's
retail equipment;

(o) negotiate such agreements as may be necessary for the
provision of services, supplies, office or other types of space,
utilities, insurance, and the like in the System (other than the
Management Services);

4
<PAGE>

(p) develop, negotiate, and implement resale and wholesale
arrangements with other carriers;

(q) negotiate such agreements with other wireless system
operators including, but not limited to, roaming and shared facilities
agreements, as may be appropriate or advisable to the operation of the
System;

(r) assure compliance with all applicable laws, regulations and
rules;

(s) cause all federal, state and local tax returns required to be
filed by LU to be prepared and timely filed and all taxes due and
owing to be paid;

(t) negotiate agreements with local exchange telephone companies
regarding the interconnection of the System with the local exchange
switched telephone network and/or to the facilities of one or more
interexchange common carriers;

(u) manage and supervise interconnection relationships; and

(v) obtain and maintain on behalf of LU, and require all parties
providing services to LU to obtain and maintain, all necessary
insurance coverages in appropriate amounts and with appropriate
deductibles and other terms, including property damage and liability
insurance on the System, workmen's compensation insurance, and
fidelity bond insurance.

Section 3. Budgets and Expenditures. The Management Services shall
include, without limitation, the performance of the services specified in this
Section 3.

3.1 Preparation and Proposal of Budgets. No later than December 1 of
each year, the Manager shall deliver to LU a proposed Construction Budget and
proposed Operations Budget for the immediate succeeding calendar year in such
form and detail as is requested by LU. In developing such budgetary proposals,
the Manager shall endeavor to assure that the System shall be of sufficient size
and provide a service of sufficient quality to meet the requirements of the
Sprint Agreements, the Operating Licenses and the demands of the System, and
provide viable competitive services within the System. However, the System
shall be constructed and operated as cost-effectively as possible.

3.2 Development of Construction Budget. The Construction Budget
shall be prepared in a manner that is consistent with and in accordance with the
requirements of the Sprint Agreements. Manager will provide LU with monthly
reports on the status of construction and a comparison of expenditures versus
amounts budgeted for the categories set out in the Construction Budget.

3.3 Development of Operations Budget. The Operations Budget shall be
prepared in a manner that is consistent with and in accordance with the
requirements of the Sprint Agreements.

5
<PAGE>

The Operations Budget shall itemize by month the projected reserves,
expenditures and anticipated net profit or loss (as determined in accordance
with GAAP).

3.4 Expenditures. The Manager shall make all expenditures in
connection with its performance of the Management Services, including the
Construction Services and Operations Services, in strict compliance and
adherence to the Construction Budget and Operations Budget; provided, however,
the Manager may make expenditures that vary from the Construction Budget and
Operations Budget upon the prior approval of LU.

Section 4. Accounting and Reports. The Management Services shall include,
without limitation, the performance of the services specified in this Section 4.

4.1 Maintenance of Books and Records. The Manager shall keep or
cause to be kept at its principal offices complete and accurate accounts, books
and records with respect to all matters for which it is responsible under this
Agreement, in accordance with GAAP, showing all revenues, costs, expenditures,
assets, and liabilities, and all other records necessary or convenient for
recording the financial affairs associated with the Management Services. LU
shall have the right to inspect and photocopy such accounts, books and records,
as well as any accounts, books or records of the Manager related to the
performance of the Management Services, at any reasonable time during normal
business hours.

4.2 Monthly and Annual Financial Statements. No later than the third
Wednesday after the end of each calendar month, and within 30 days after the end
of each fiscal year of LU, the Manager shall prepare (or cause to be prepared)
in accordance with GAAP, and transmit LU for receipt by such third Wednesday or
the end of such 30-day period, as the case may be, unaudited financial
statements as of the end of such month or year, as the case may be, and for the
period then ended, which financial statements shall include a balance sheet, an
income statement and such other information as of the end of such month and
year, and for the period then ended, as LU reasonably requires (the "Monthly
Statements" and the "Annual Statements", respectively). The Monthly Statements
and Annual Statements shall further provide reconciliation between the
Construction Budget and the Operations Budget, as applicable, and actual costs
and revenues for the period covered by the statements, and, in the case of the
Monthly Statements, for the current year-to-date period.

4.3 Additional Financial Statements. In addition to the Monthly
Statements and Annual Statements, the Manager shall prepare and provide to LU
such financial statements or reports as LU may request from time to time with
respect to the Management Services.

4.4 Audited Financial Statements. The Manager shall take all
reasonable steps to cooperate with LU's independent certified public accountants
in the preparation of LU's annual audited financial statements.

4.5 Report of Financial Problems. The Manager shall report the
nature and extent of any financial problems associated with the performance of
the Management Services to LU as soon as possible after the Manager becomes
aware of the existence of the problem.

6
<PAGE>

Section 5. Personnel. The Management Services shall include, without
limitation, the performance of the services specified in this Section 5.

5.1 Human Resources. The Manager shall recruit, hire, train,
promote, terminate, and otherwise manage and supervise, all personnel necessary
or appropriate to perform the Management Services (the "Personnel"), including,
without limitation, sales personnel for LU's retail stores and technical
personnel to operate the System, in accordance with the Construction Budget and
Operations Budget.

5.2 Designation of Employer. All Personnel shall be hired as
employees or independent contractors of LU; provided, however, that, except for
sales personnel for LU's retail stores and technical personnel to operate the
System who are physically located in BTAs, the Manager may in its discretion use
its own employees and independent contractors to discharge Management Services
functions. If an independent contractor is utilized, Manager shall be
responsible for selecting and contracting on behalf of LU with such Independent
Contractor, but shall be subject to the Construction Budget and Operation
Budget.

5.3 Manager's Continuing Primary Obligation. The Manager shall
continue to have the primary obligation to perform the Management Services
regardless of the relationship that any particular personnel might have to the
Manager or LU under Sections 5.1 or 5.2.

Section 6. Authority to Act on Behalf of LU. Except as otherwise provided
below in Section 6.1, the Manager shall have the power and authority without the
prior approval of LU to take such actions for and on behalf of LU as are
necessary or appropriate, and commercially reasonable, in connection with the
performance of the Management Services, including entering contractual
arrangements and making statements to federal, state or local governmental
authorities regarding the operation of the System, subject to the other
requirements otherwise set forth in this Agreement with respect to the
performance of the Management Services.

6.1 Actions Requiring Prior LU Approval. The Manager shall not take
any of the following actions for or on behalf of LU without the prior
written approval of LU:

(a) enter into, modify, or amend any agreement (including any
joint venture or partnership) with any third party, including, without
limitation, insurance agreements, resale and wholesale arrangements
with other carriers, roaming and shared facility agreements, purchase
and lease agreements with respect to the Construction Services;
provided, however, this limitation shall not apply to (i) agreements
with retail customers of the System; (ii) agreements for vendor
relationships not exceeding 180 days that are contemplated by the
Operations Budget and Construction Budget; (iii) agreements for the
provision of utility and other routine items needed in the ordinary
course of business to operate LU's retail store locations and
contemplated in the Operations Budget; and (iv) the incurrence of
other debts and obligations in the ordinary course of business as
contemplated in the Operations Budget.

(b) undertake any material variance from the Construction Budget
or Operations Budget;

7
<PAGE>

(c) sell, lease, trade, exchange, mortgage, pledge, hypothecate
or otherwise encumber any of the Network Assets or other property
owned by LU;

(d) the incurrence of any debts or obligations other than in the
ordinary course of business or not contemplated in the Operations
Budget, including entering into or modifying, or amending any loan
agreements;

(e) exercising control and direction over, including settling,
any legal action or litigation brought by or against LU or the System;

(f) exercising control and direction over any significant
governmental proceedings (including FCC compliance matters); and

(g) amending, modifying, terminating or extending the Sprint
Agreements, granting any waivers of defaults or breaches thereunder,
consenting to the assignment thereof, or exercising any rights
thereunder.

Section 7. Management Fee and Reimbursements.

7.1 Management Fee. As full and complete consideration for the
performance of the Management Services, and except as otherwise provided below
in Section 7.2 for the reimbursement of certain expenses, LU shall pay the
Manager a fee to be determined annually as agreed upon by LU and the Manager but
not to exceed the limitations set forth in accordance with Attachment 1, (the
"Management Fee"). Any changes to the Management Fee shall take into account
any changes in the nature and extent of LU's business activities, and any
changes in the nature and extent of the responsibilities and actions that the
Manager must undertake in order to satisfy its obligation to delivery the
Management Services. Salaries and benefits of employees of Manager whose duties
and responsibilities are 100% attributed to LU and work in the LU BTAs will be
in addition to the Management Fee.

7.2 Reimbursement of Expenses. LU shall reimburse the Manager for
the following costs and expenses reasonably incurred by the Manager in the
course of performing the Management Services (collectively, the "Reimbursable
Expenses"):

(a) items specifically identified in either the Construction
Budget or the Operations Budget as expenses reimbursable to the
Manager;

(b) any item identified as being performed by an independent
contractor prior to work being performed; and

7.4 Payment of Management Fee and Reimbursable Expenses. LU shall
pay the Management Fee and Reimbursable Expenses on a monthly basis.
Specifically, within 15 days after the close of each calendar month, the Manager
shall provide LU a billing statement setting forth the amount due for such month
for the Management Fee and Reimbursable Expenses in such detail as

8
<PAGE>

LU may reasonably request, along with such supporting documentation as LU may
reasonably request (the "Monthly Invoice"). LU shall remit payment of the
amounts due for each month within 10 days of LU's receipt of the Monthly
Invoice.

Section 8. Term and Termination

8.1 Termination. This Agreement shall continue for five (5)
years from the date hereof. Unless otherwise terminated, this Agreement
shall automatically renew for additional one (1) year terms, unless notice
of non-renewal is received by either party at least ninety (90) days prior
to the expiration date of the initial term of this Agreement or renewals
thereof.

8.2 Termination Duties. After receipt of written notice of
termination, but prior to the effective date of such termination, Manager
shall continue to perform under this Agreement unless specifically
instructed to discontinue such performance. In any event, even if so
instructed, Manager will nonetheless be entitled to reimbursement of
Reimbursable Expenses and payment of Management Fees, if payable pursuant
to Section 6.2 hereof, for the period ending on the effective date of
termination. Fifteen (15) days prior to the effective date of expiration
or termination of this Agreement, Manager shall relinquish to LU or its
designees' possession and control of all property of the System, including
but not limited to, all documents, data and records pertaining to the
System. Manager and LU shall commit to use their best efforts to assure a
smooth transition in the event of termination.

Section 9. Additional Covenants and Agreements

9.1 Ownership of System. Notwithstanding anything in this Agreement
to the contrary, the Manager acknowledges and agrees that the Network Assets and
all other property purchased under the Construction Budget, the Operations
Budget or as a Reimbursable Expense are owned solely and entirely by LU.

9.2 Manager's Delegation of Obligations. The Manager shall not
delegate its obligations to perform the Management Services, or otherwise enter
into an agreement to subcontract for the performance of the Management Services,
with any Affiliate of the Manager or any third party without the prior consent
of LU.

Section 11. Miscellaneous

11.1 Entire Agreement. This Agreement sets forth the complete
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect to the subject matter hereof.

9
<PAGE>

11.2 Notices. All notices, requests, demands, claims, and other
communications pertaining to this Agreement ("Notices") must be in writing, must
be sent to the addressee at the address set forth in this Section, or at such
other address as the addressee has designated by a Notice given in the manner
set forth in this Section, and must be sent by telegram, telex, facsimile,
electronic mail, courier, or prepaid, certified U.S. mail. Notices will be
deemed given when received, if sent by telegram, telex, electronic mail or
facsimile, and if received between the hours of 8:00 a.m. and 5:00 p.m., local
time of the destination address, on a business day (with confirmation of
completed transmission sufficing as prima facie evidence of receipt of a notice
sent by telex, telecopy, electronic mail, or facsimile), and when delivered and
receipted for (or when attempted delivery is refused at the address where sent)
if sent by courier or by certified U.S. mail. Notices sent by telegram, telex,
electronic mail, or facsimile and received between 12:01 a.m. and 7:59 a.m.,
local time of the destination address, on a business day will be deemed given at
8:00 a.m. on that same day. Notices sent by telegram, telex, electronic mail,
or facsimile and received at a time other than between the hours of 12:01 a.m.
and 5:00 p.m., local time of the destination address, on a business day will be
deemed given at 8:00 a.m. on the next following business day after the day of
receipt. The addresses for Notices are as follows:

If to the Manager: US Unwired Inc.
Suite 1900
One Lakeshore Drive
Lake Charles, Louisiana 70629
Facsimile No.: (318) 497-3120
Telephone No.: (318) 436-9000
Attention: Robert Piper

If to LU: Louisiana Unwired, LLC
P.O. Box 3709
Lake Charles, Louisiana 70602
Facsimile No.: (318) 497-3479
Telephone No.: (318) 436-9000
Attention: Thomas G. Henning

11.3 Severability. Each part of this Agreement is intended to be
severable. If any term, covenant, condition or provision hereof is unlawful,
invalid, or unenforceable for any reason whatsoever or in any jurisdiction, it
shall not affect the validity or enforceability of the remaining terms,
covenants, conditions, and provisions hereof, or the validity or enforceability
of the offending term, covenant, condition, or provision under other
circumstances or in other jurisdictions.

11.4 Rights Cumulative; Waivers. The rights of each of the parties
under this Agreement are cumulative and may be exercised as often as any party
considers appropriate. The rights of each of the parties hereunder shall not be
capable of being waived or varied otherwise than by an express waiver or
variation that is in writing and signed by the parties. Any failure to exercise
or any delay in exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial exercise of
any of such rights shall not preclude any other or further exercise of that or
any other such right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

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<PAGE>

11.5 Headings. The headings of the Sections and Subsections
contained in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any provision thereof.

11.6 Construction. Unless the context otherwise requires, singular
nouns and pronouns, when used herein, shall be deemed to include the plural of
such noun or pronoun and pronouns of one gender shall be deemed to include the
equivalent pronoun of the other gender.

11.7 Assignment. This Agreement and the terms, covenants,
conditions, provisions, obligations, undertakings, rights and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned
parties and their respective successors and permitted assigns.

11.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

11.9 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, AND THE
RIGHTS AND OBLIGATIONS OF THE SELLER AND THE BUYER HEREUNDER DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT REGARD TO THE
CONFLICTS OF LAWS AND RULES THEREOF.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
executed by their duly authorized officers of the dates indicated below to be
effective as of January 1, 1999.

LOUISIANA UNWIRED, LLC US UNWIRED INC.

By:/s/ THOMAS G. HENNING By:/s/ ROBERT PIPER
------------------------------- ------------------------------
Thomas G. Henning Robert Piper
Assistant Operating Manger President

11
<PAGE>

ATTACHMENT 1

<TABLE>
<CAPTION>
YEAR MAXIMUM FEE
<S> <C>
1999 $ 2,693,235
2000 $ 2,799,232
2001 $ 2,909,699
2002 $ 3,024,743
2003 $ 6,472,293
2004 $ 8,257,464
2005 $10,012,347
2006 $12,159,928
2007 $14,595,508
</TABLE>

<PAGE>

EXHIBIT 10.12
PCS DEALER AGREEMENT

This PCS Dealer Agreement ("Agreement"), entered into this 13th day of May,
1998, by and between LOUISIANA UNWIRED, LLC, a limited liability company
organized under the laws of Louisiana with its principal place of business at
One Lakeshore Drive, 19th Floor, Lake Charles, Louisiana 70629 ("LA UNWIRED"),
and US UNWIRED INC., a corporation organized under the laws of Louisiana with
its principal place of business at One Lakeshore Drive, 19th Floor, Lake
Charles, Louisiana 70629 ("DEALER").

WHEREAS, LA UNWIRED provides Personal Communications Service ("PCS") in the
Lake Charles, Louisiana Basic Trading Area ("BTA").

WHEREAS, DEALER desires to solicit prospective subscribers for LA UNWIRED'S
PCS and desires to assume certain responsibilities relating to such
solicitation.

NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein contained, LA UNWIRED and DEALER hereby agree as follows:

1. Definitions:

The following terms when used herein shall have the following meanings:

1.1 "Facilities" shall include, but not be limited to, the telecommunications
switching equipment, cell site transceiver equipment and other equipment
maintained, expanded, modified or replaced to render PCS to Subscribers in
the Market Area.

1.2 "Market Area" shall include the Lake Charles, Louisiana BTA. LA UNWIRED
expressly reserves the right to unilaterally modify this Agreement in order
to add or delete areas herefrom at any time upon at least 30 days advance
notice.

1.3 "Service" or "PCS" shall mean personal communications service provided by
LA UNWIRED to Subscribers.

1.4 "Subscriber" or "Subscriber Account" shall mean any party referred by
DEALER to LA UNWIRED for PCS pursuant to this Agreement and to whom LA
UNWIRED sells PCS.

2. Appointment of Dealer. LA UNWIRED hereby appoints DEALER to be an authorized
dealer for the Service of LA UNWIRED, and DEALER shall be authorized to perform
the functions of a dealer in accordance with this Agreement

3. Term. The term of this Agreement shall be for a period of one (1) year
commencing on May 13th, 1998, the date of execution by LA UNWIRED (Initial
Term). Unless otherwise terminated pursuant to Section 17 hereof, this Agreement
shall automatically renew for additional one year terms unless notice of non-
renewal is received by either party prior to the expiration date of the then
current one (1) year term.
<PAGE>

4. Duties and Responsibilities of DEALER. DEALER agrees that it shall perform
the duties specified in this Agreement including, but not limited to, the
following:

4.1 Standards and Services. During the term of the Agreement, DEALER shall
maintain the following standards and services.

(A) DEALER shall operate a retail outlet and dedicate an appropriate
amount of retail space and live demonstration units for viewing by the
public. DEALER's outlet shall be professional in appearance and image.

(B) DEALER shall use its best efforts at all times to promote and sell
the Service of LA UNWIRED and shall abide by the highest standards of
honesty, integrity, and fair dealing.

4.2. Sale of Equipment. If DEALER sells or leases any type of equipment to
Subscribers for use with the Service, DEALER shall be responsible for all
aspects of such equipment, sale or leasing. LA UNWIRED shall have no
responsibility or liability of any kind whatsoever to DEALER or to any
Subscriber arising from the relationship between such Subscriber and
DEALER, and DEALER agrees to indemnify and hold LA UNWIRED harmless for any
such responsibility or liability, in addition to all expenses, cost and
attorney fees incurred as a result thereof.

5. Non-Exclusivity. The appointment of DEALER by LA UNWIRED hereunder is non-
exclusive with regard to both parties.

6. Commissions. Provided DEALER is not in material default hereunder, during the
term of this Agreement, DEALER shall be entitled to commissions on all orders
procured by DEALER for PCS. The rate of commissions payable to DEALER by LA
UNWIRED and, if applicable, the timing of the payment of such commissions, the
length of Subscriber Service required to earn commissions and all rules relating
to the forfeiture or crediting of commissions shall be as set forth in Exhibit
"A" and supplied to DEALER, as in effect from time to time. LA UNWIRED shall
have the unilateral right to change and modify such commissions and other terms
set forth in Exhibit "A," upon giving thirty (30) days' advance written notice
to DEALER of such change. The only commissions to which DEALER is entitled are
as set forth in Exhibit "A," provided, however, that LA UNWIRED may, in its sole
discretion, establish bonus and incentive programs to supplement such
commissions.

7. Placement and Acceptance of Orders. DEALER agrees to comply with all
reasonable procedures prescribed by LA UNWIRED for the solicitation of
subscribers, informational presentations to subscribers relating to PCS and the
enrollment of subscribers. DEALER acknowledges that the prices, discounts,
specifications, marketing policies and terms and conditions of sale prescribed
by LA UNWIRED and utilized by DEALER may be amended by LA UNWIRED, in its sole
discretion, from time to time, either in whole or in part.

8. Prices, Terms, and Conditions. DEALER shall offer PCS to potential
subscribers at such prices and upon such terms and conditions as shall be set
forth by LA UNWIRED in written descriptions or schedules supplied to DEALER.
Such prices, terms, and conditions are subject to change by LA UNWIRED, in its
sole discretion, upon thirty (30) days' written notice to DEALER, or upon rates
being amended, accepted, or altered

2
<PAGE>

by any appropriate regulatory agency. DEALER shall not vary, offer to vary or
compromise, or in any way represent that the prices and terms of PCS are other
than as set forth on the schedules supplied to DEALER by LA UNWIRED, as amended
from time to time.

9. Compliance With Laws.

9.1 DEALER shall comply with all applicable FCC rules, tariffs, and federal
and local governmental rules and procedures relating to the sale of PCS, the
sale, lease, installation, warranty service, and repair of PCS equipment,
and the conduct of DEALER's PCS business. All advertising and promotion by
DEALER shall be completely factual and shall conform to the highest ethical
standards of advertising.

9.2 DEALER shall adhere to the highest standards of honesty, integrity, fair
dealing, and ethical conduct in all dealings with Subscribers, LA UNWIRED
and the public, and shall refrain from engaging in any business advertising
practice that may be injurious to the business of LA UNWIRED or other
dealers, agents, contractors, or parties associated with LA UNWIRED and the
goodwill associated therewith.

10. Billings and Collections. If applicable, all billing of LA UNWIRED
Subscribers for PCS and, where appropriate, PCS equipment shall be made directly
by LA UNWIRED and all remittances resulting from such direct Subscriber billings
shall be the property of LA UNWIRED and shall be made payable to LA UNWIRED by
such Subscribers; provided, however, that DEALER may directly bill those
Subscribers for the sale of equipment owned by DEALER. To the extent applicable,
LA UNWIRED retains for itself the sole right to bill and collect all monies and
to settle all claims against such Subscribers, but shall not be obligated to
proceed to enforce its claims beyond what, in LA UNWIRED's sole judgment, is
commercially desirable. DEALER shall give LA UNWIRED reasonable cooperation and
assistance in collecting accounts from Subscribers, but understands that it is
without authority, and will not make allowances, adjustments or settlements in
connection with such accounts or Subscribers without specific written prior
approval of LA UNWIRED. PCS Subscriber payments or deposits shall be made to LA
UNWIRED or its assignees, and any such payments or deposits received by DEALER
shall be held in trust by DEALER for the benefit of LA UNWIRED and shall be
transmitted promptly to LA UNWIRED.

11. Authority of DEALER. DEALER's authority shall be specifically limited to the
items set forth in this Agreement. DEALER is not authorized to make any
representations or warranties concerning PCS, any PCS plans or rates other than
as expressly provided to DEALER in writing by LA UNWIRED and designated by LA
UNWIRED as being available for presentation to prospective subscribers,
established Subscribers or any other person or entity, nor any representations
or warranties concerning PCS equipment except for those released in writing by
the manufacturers of such equipment. DEALER shall not vary orally or in writing
any standard terms and conditions appearing on any forms utilized by LA UNWIRED
or DEALER relating to PCS.

12. Relationship of LA UNWIRED and DEALER.

12.1 Except for reasonable requirements imposed on DEALER by LA UNWIRED to
ensure the high quality of service to be provided to PCS Subscribers,
DEALER shall have the right to operate DEALER's business as DEALER sees
fit, and shall hire employees and have the right to engage other personnel
as DEALER may deem necessary or desirable, and DEALER shall exercise that
sole and exclusive control and supervision of such persons. In addition,
DEALER is free to engage in such other

3
<PAGE>

business activities as DEALER may desire to pursue, so long as such other
business activities do not interfere with DEALER's performance hereunder or
violate the provisions hereof.

12.2 DEALER will be responsible for the costs and expenses of conducting
and operating DEALER's business and will comply with all applicable laws.
LA UNWIRED shall not make any deductions, withholdings or contributions
with respect to DEALER on account of social security, insurance,
unemployment compensation or income or other tax, under any federal, state
or local law applicable to the relationship of employer and employee.

12.3 Except for the limited purposes expressly set forth herein, DEALER is
in no way the legal representative or agent of LA UNWIRED for any purpose
whatsoever, and has no right or authority to assume or create any
obligation of any kind, express or implied, on behalf of LA UNWIRED, or to
bind LA UNWIRED in any respect whatsoever.

13. Termination.

13.1 This Agreement shall automatically renew itself from year to year
unless either party gives written notice of non-renewal at least ninety
(90) days prior to expiration of the then current term, as provided in
Section 3 above.

13.2 In addition to the foregoing and except as otherwise provided herein,
this Agreement is subject to termination as follows:

(A) by mutual written consent of DEALER and LA UNWIRED;

(B) if either party fails to perform any of its obligations as
provided in this Agreement, or otherwise acts or fails to act in a
manner that constitutes a material breach hereof, then the non-
breaching party may give the other written notice of the circumstances
constituting such breach and allow thirty (30) days for the other to
cure same, except that this cure period shall not apply where this
Agreement may be terminated immediately as provided herein. If such
notice is provided and no cure has been effected within thirty (30)
days therefrom, nor substantial efforts made to effect such cure
within the thirty (30) day period where more than thirty (30) days are
necessary therefor, the non-breaching party is entitled to terminate
this Agreement at its sole discretion with no liability other than
that incurred prior to such termination. The right of either party to
terminate this Agreement in accordance with the provisions of this
section are in addition to and not in derogation of any other rights
or remedies to which such party may be entitled under this Agreement
or by law;

13.3 For purposes of this Agreement, a material breach by DEALER shall
include, but is not limited to, the following:

(A) filing a voluntary petition in bankruptcy or having an involuntary
petition in bankruptcy filed and not dismissed within sixty (60) days
after such filing;

(B) making a general assignment to or for the benefit of creditors; or

4
<PAGE>

13.4 Notwithstanding any of the foregoing, UNWIRED specifically reserves
the right to terminate this Agreement without cause at any time without
advance notice, and in such event need not support such termination with
any reasons whatsoever.

14. Obligations Following Termination. Upon the termination or expiration of
this Agreement, all the rights and obligations of the parties hereunder shall
cease without further liability, effective as of the date of termination,
provided, however, that this Agreement shall still be valid as to any obligation
arising prior to termination or expiration which is stated in this Agreement to,
or by its nature is to, survive such termination or expiration. The parties
shall cooperate with each other to expeditiously fulfill all such obligations.

15. Hold Harmless. Each party hereby agrees to defend, indemnify and hold the
other party, its officers, employees, agents, successors and assigns, harmless
from and against any damages, liabilities, claims, costs, and expenses of any
and every kind and nature, including reasonable attorney fees, incident to or
arising or resulting from the fault or negligent conduct of the indemnifying
party, it's employees, agents, contractors, licensees, invitees, concessionaires
or the conduct of the indemnifying party's business.

16. Warranty and Limitation of Liability.

16.1 LA UNWIRED MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING
ITS EQUIPMENT, FACILITIES OR SERVICES, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
IT IS INTENDED BY THE PARTIES THAT THIS ARTICLE SHALL APPLY TO DEALER AND
ANY SUBSCRIBERS, AND SHALL BE CONSTRUED IN CONFORMITY WITH THE LAWS OF THE
STATE OF LOUISIANA, NOTWITHSTANDING ITS CONFLICTS OF LAW RULES.

16.2 LA UNWIRED shall have no liability to DEALER or any Subscriber for any
loss, expense or damage arising out of or in connection with (i) mistakes,
omissions, interruptions, errors, or defects in furnishing Services
pursuant to this Agreement, (ii) failures or defects in the Facilities, or
(iii) failure to maintain proper standards or maintenance and operation of
the Facilities or to exercise reasonable supervision with respect to the
operations of the Facilities.

16.3 DEALER acknowledges that the Service provided pursuant to this
Agreement is part of a rapidly changing industry and technology, and as
such LA UNWIRED shall not be liable to DEALER or any Subscribers if changes
in any of the Facilities, operations, equipment, procedures, or Services:
(i) render obsolete any equipment or software provided by DEALER or any
Subscribers in conjunction with the use of the Services; (ii) require
modification or alteration of such equipment or software; or (iii)
otherwise affect the performance of such equipment or software. LA UNWIRED
will use reasonable efforts to give thirty (30) days advance written notice
to DEALER of changes which LA UNWIRED reasonably anticipates will result in
the conditions described in (i) and (iii).

17. Miscellaneous.

5
<PAGE>

17.1 Notices. All notices, requests, consents, demands, approvals and other
communications hereunder shall be deemed to have been duly given, made or served
if in writing and when delivered personally or mailed by first class mail,
postage prepaid, to the respective parties to this Agreement as follows:

(a) If to LOUISIANA UNWIRED, LLC:
P.O. Box 3709
Lake Charles, Louisiana 70602

(b) If to US UNWIRED INC.:
P.O. Box 3709
Lake Charles, Louisiana 70602

The designation of the person to be so notified or the address of such
person for the purposes of such notice may be changed from time to time by
similar notice in writing, except that any communication with respect to a
change of address shall be deemed to be given or made when received by the party
to whom such communication was sent. No other method of notice is precluded by
this Section 17.1.

17.2 No Waiver. No failure or delay on the part of either party in exercising
any right, power or privilege hereunder or under Exhibit "A" and no course of
dealing between DEALER and LA UNWIRED shall preclude any further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which either party would otherwise have.

17.3 Entire Agreement and Amendments. This Agreement represents the entire
Agreement between the parties hereto with respect to the transactions
contemplated hereunder and, except as expressly provided herein, shall not be
affected by reference to any other documents. Neither this Agreement nor any
provision hereof may be changed, waived, discharged, or terminated orally, but
such may be accomplished only by an instrument in writing signed by the party
against whom endorsement of the change, waiver, discharge or termination is
sought.

17.4 Benefit of Agreement. This Agreement shall be binding upon and inure to the
benefit of DEALER and LA UNWIRED and their successors and assigns. Neither party
is prohibited or restricted from assigning rights or participation hereunder, or
any portion hereof.

17.5 Severability. If any provision of this Agreement shall be held invalid
under any applicable laws, such invalidity shall not affect any other provision
of this Agreement that can be given effect without the invalid provision, and to
this end, the provision held invalid shall be severed from this Agreement. If
the provision held invalid can be replaced with a provision of substantially the
same effect and which is valid, the parties agree to execute a written amendment
incorporating such valid provision herein which amendment shall be deemed to
comply with Section 23.3 hereof.

6
<PAGE>

17.6 Descriptive Headings. The descriptive heading of the several sections of
this Agreement are inserted for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

17.7 Concerning Law. This Agreement and the rights and obligations of the
parties hereunder and under Exhibit "A" shall be construed in accordance with
and shall be governed by the laws of the State of Louisiana, notwithstanding its
conflicts of law rules.

17.8 Consent to Jurisdiction, Service, and Venue. For the purpose of enforcing
obligations hereunder or otherwise in connection herewith, both parties consent
to the jurisdiction and venue of the 14th Judicial District Court, Calcasieu
Parish, State of Louisiana.

17.9 Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original Agreement, but all of which together
shall constitute one and the same instrument.

17.10 Attorney's Fees. In the event an action is commenced by either party to
enforce the terms of this Agreement, the prevailing party in such action shall
be entitled to reimbursement from the other party of its costs, expenses and
reasonable attorneys' fees incurred in relation to such action.

17.11 Assignment. This Agreement shall be freely assignable by either party
without the written consent of the other party.

AGREED TO AND ACCEPTED as of the day and year first above written.

LOUISIANA UNWIRED, LLC

By: /s/ Robert Piper
_______________________________
Title: Manager/President

US UNWIRED INC.

By: /s/ Thomas G. Henning
_______________________________
Title: Secretary

7
<PAGE>

EXHIBIT A

In accordance with Section 6 of this Agreement, the rate of commission
payable to DEALER by LA UNWIRED is as follows:

The amount of commission will be based on net number of Subscribers placed
on PCS in a one month period starting the first day of the month, ending the
last day of the month. Such amount shall be One Hundred Fifty and No/100 Dollars
($150.00) per PCS number activated by DEALER.

<PAGE>

EXHIBIT 10.13

US UNWIRED LICENSE AGREEMENT

THIS AGREEMENT is entered into effective May 13th, 1998 by and between US
Unwired Inc., a Louisiana corporation ("Licensor") and Louisiana Unwired, LLC, a
Louisiana limited liability company ("Licensee").

PREAMBLE

Licensor is a Louisiana corporation with its principal place of business in
Lake Charles, Louisiana. Licensor is engaged in the business of providing
telecommunications services and products under the tradename, trademark and/or
service mark "US Unwired."

Licensee desires to receive a license from Licensor to use the US Unwired
mark, and such other marks as Licensor may designate in writing (collectively
referred to as the "Marks") within the markets described on Exhibit A (the
"Licensed Territory") in accordance with the provisions of this License
Agreement.

The parties therefore agree as follows:

I. GRANT, LIMITATIONS AND ACKNOWLEDGMENTS

A. Grant

1. Subject to the remainder of this License Agreement, Licensor grants
to Licensee, upon the terms and conditions of this License Agreement, the
non-exclusive right, license and privilege to use the Marks in the Licensed
Territory described on Exhibit A during the Term of this License Agreement
to promote Personal Communications Service ("PCS").

B. Limitations on Grant

1. If Licensee's rights under this License Agreement are terminated with
respect to one or more of the markets comprising the Licensed Territory, in
accordance with the provisions of this License Agreement, Exhibit A to this
License Agreement and specifically the term "Licensed Territory' shall
thereafter be deemed to apply only to the remaining market(s) as to which
Licensee's rights under this License Agreement continue.

2. Notwithstanding Licensee's right to utilize the Marks to promote PCS
in the Licensed Territory, other persons possessing a license to use the
Marks may promote telecommunications services provided by such parties
outside of the Licensed Territory in media receiving distribution within or
accessible by persons located in the Licensed Territory, such as regional
magazines or newspapers, regional television and radio and World Wide Web
pages.
<PAGE>

C. Acknowledgments

Subject to the specific grants to Licensee set forth in this Section I,
Licensee acknowledges that Licensor has and retains the right to use and license
the Marks anywhere in the world, within or outside of the Licensed Territory and
that Licensee shall have no rights with regard to such use or any benefits
therefrom.

II. TERM AND RENEWAL

A. Term

The initial term of this License Agreement is one (1) year, beginning on
the date first mentioned above ("Effective Date") and ending on the day
preceding the first anniversary thereof.

B. Renewal

Upon expiration of the initial term or any renewal term, this License
Agreement shall automatically renew for successive one (1) year terms unless
either party provides written notice to the other that it wishes to terminate
the License Agreement no later than ninety (90) days before the end of the then
expiring term.

III. LEGAL COMPLIANCE

A. Licensee agrees to comply, at its own expense, with all applicable laws,
ordinances and regulations of federal, state, county or municipal authorities.
Licensee will also obtain and maintain, at its own expense, all permits,
approvals, licenses and franchises and shall make all required filings,
applications and reports to all government or administrative entities or self-
regulatory organizations as shall be necessary, from time to time, to provide
PCS and PCS related products as Licensee may then be providing, and to otherwise
engage in business, generally, throughout the Licensed Territory (collectively,
the "Permits"). Without limiting the generality of the foregoing, Licensee's
obligation under this Section III. A. shall include the maintaining of
Licensee's qualifications to do business throughout the Licensed Territory and
the filing of all income and franchise tax returns with respect to Licensee's
operations. In the event that any of Licensee's material Permits is scheduled to
expire during the Term, including any renewal of such term, Licensee agrees to
comply with all requirements for extension of said Permit prior to such
expiration. Licensee shall notify Licensor in writing within five (5) days after
receipt of any notice from the FCC or any other governmental authority regarding
an actual or threatened termination or revocation of any Permit material to the
provision of PCS and PCS related products by Licensee within the Licensed
Territory, including any license by the FCC to conduct business as a provider of
telecommunications services or necessary to construct facilities relating to
telecommunications services, and shall within such time provide a copy of any
such notice to Licensor. In addition, Licensee shall notify Licensor within five
(5) days after becoming aware of the

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<PAGE>

commencement of any action, suit or proceeding, or the issuance of any order,
writ, injunction, award or decree of any court, agency or other governmental
instrumentality which could have a material adverse effect on the operation or
financial condition of Licensee's business as it relates to Licensee's provision
of PCS and PCS related products.

B. To the extent that Licensee's business is dependent upon one or more
agreements with a provider of PCS and PCS related products for which Licensee
acts as a reseller, "Permits" shall include such contractual relationship and
the license granted hereunder shall be dependent upon the continuation thereof
in good standing.

C. Licensee represents and warrants that it possesses all Permits necessary
to the conduct of its business within the Licensed Territory, including, if
applicable, any Permits necessary to permit it to act as a reseller of services
provided by others.

D. Business Practices

Licensee shall maintain a competent, conscientious, trained staff. Neither
Licensor nor Licensee shall engage in any trade, practice or other activity
which is harmful to the goodwill or reflects unfavorably on the Marks or on the
reputation of Licensee, Licensor, Licensee's business or other licensees of
Licensor, or which constitutes deceptive or unfair competition, consumer fraud
or misrepresentation.

E. Signage, Promotion

1. For each market in the Licensed Territory, Licensee shall, at its own
expense, cause the US Unwired Mark to be used or incorporated with such
reasonable prominence in such advertising and other business references to
Licensee as may be appropriate to create a clear impression, among the
general public, that Licensee is affiliated with the US Unwired program.
Without limiting Licensee's obligation to comply with the foregoing,
Licensee shall, for each market in the Licensed Territory, associate
Licensee and the US Unwired name in the telephone "yellow pages' and 'white
pages" directory listings, and at least cause the US Unwired Mark to be
used or incorporated on or in each of the following, insofar as they relate
to Licensee's business utilizing the Marks:

(i) Licensee's customer billing statements and the accompanying
envelopes;

(ii) Licensee's advertising media, including without limitation, print
advertising, brochures, marketing materials, point-of-sale materials,
billboards and broadcast media such as radio and television advertising,
on line advertising, home pages on the World Wide Web and other computer
accessible information;

(iii) The greetings, introductions or opening messages of Licensee's
telephone operators, voice mail, telephone answering machines and other
call answering services, in response to customer and prospective
customer inquiries;

3
<PAGE>

(iv) Licensee's stationery, business cards, notices and other mailouts,
and, to the extent practicable. any press or other media coverage
afforded Licensee; and

(v) Signs or displays on the exterior and interior of each of Licensee's
facilities which interface with customers or prospective customers in
the Licensed Territory.

2. Licensee shall use the US Unwired Mark (or any mark substituted
therefor by Licensor) as the principal service mark or trademark, as
appropriate, designating PCS and PCS related products sold or distributed
by it within the Licensed Territory. Use of the Marks shall be strictly in
accordance with the specifications of Licensor, as amended from time to
time.

F. Dealers, Agents and Retailers

In the event that, pursuant to this License Agreement, Licensee permits its
authorized dealers, agents or retailers to use the Marks in the Licensed
Territory, such dealers, agents and retailers shall be subject to the
obligations set forth in this License Agreement and those imposed upon such
parties by Licensee; provided, however, that unless required by Licensee, such
dealers, agents and retailers need not necessarily comply with the specific
obligations of Sections III E. 1. (i), (iii) and (iv) hereof in connection with
each dealers', agents' or retailers' use or incorporation of the Marks on or in
the items therein listed.

G. Use of the US Unwired Trademark

In order to protect and enhance the US Unwired Mark and the goodwill
pertaining thereto, Licensee shall use the US Unwired Mark only on or in
connection with first class, high quality PCS related equipment and related
devices (the "Wireless Communications Equipment"). Any such Wireless
Communications Equipment shall be sold or distributed only in accordance with
all applicable federal, state and local laws, including, without limitation, all
applicable FCC directives and other industry standards issued from time to time
by the CTIA, the Electronics Industries Association and comparable industry
groups, and which, if available for the type of Wireless Communications
Equipment in question, has earned a certification seal issued by the CTIA.
Licensee shall, upon execution of this Agreement, and from time to time
thereafter upon request by Licensor, promptly furnish to Licensor, at no charge,
a listing of all of the various types of Wireless Communications Equipment sold
or otherwise distributed by Licensee, and upon which or in connection with which
the US Unwired Mark is used. The nature and quality of such Wireless
Communications Equipment shall be subject to review by Licensor to ensure
compliance with this Agreement.

IV. FEES

A. Annual License Fee

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Licensee agrees to pay to Licensor an annual license fee (the "Annual
License Fee") of One Thousand and No/100 Dollars ($1,000.00).

B. Payments, Interest on Late Payments

All fees and charges payable under this License Agreement shall be payable
in good funds at Licensor's address specified herein, or at such other address
as Licensor shall from time to time designate in writing. Notwithstanding any
other provision of this Article IV, Licensor shall be entitled for reasons of
administrative convenience or otherwise to defer the date by which any fee or
charge payable by Licensee hereunder may be due. No such deferral shall be a
waiver of any of Licensor's rights hereunder. If payment of the Annual License
Fee or other fee or charge under this License Agreement is overdue, Licensee
shall pay Licensor, in addition to the overdue amount, interest on such overdue
amount from the date it was payable until paid at the rate of 1.5% per month or
the highest legal interest rate, whichever is less. Entitlement to such interest
shall be in addition to any other remedies Licensor may have.

V. MARKS

A. Ownership of Marks

Licensor is the owner of all right, title and interest in and to the Marks
(which shall include for the purposes of this Section V. all of the permits and
contractual or other arrangements (including registrations of trademarks,
service marks and domain names) relating to ownership or control of the Marks
and the like). No sublicense by Licensee pursuant to Sections III. F. shall
create any ownership interest in the Marks in Licensee or any sublicensee
thereof nor any right by Licensee to sublicense use of the Marks in the future.

B. General Use

With respect to Licensee's use of the Marks pursuant to this License
Agreement, Licensee acknowledges and agrees to the following:

1. Licensee shall use only the Marks designated by Licensor and shall
use them only in the manner authorized and permitted by Licensor herein,
and only in accordance with specifications of Licensor. Without limiting
the generality of the foregoing, Licensee shall comply with Licensor's
guidelines and directives concerning the use of the Marks or derivatives
thereof in, or as a part of, the domain name of any World Wide Web pages or
the names of any similar Internet locales or addresses owned by or on
behalf of Licensee.

2. Licensee shall use the Marks only in connection with providing PCS
and PCS related products in the Licensed Territory.

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<PAGE>

3. Licensee shall identify the Licensor as the registered owner of the Marks
in such ways as Licensor may direct, including but not limited to the
identification of Licensor as such on Licensee's invoices, order forms, receipts
and contracts.

4. Except as provided in Section III. F. above, Licensee shall have no right
to sublicense the Marks to any other person or entity, and Licensee shall have
no right to allow its resellers, if any, to make use of the Marks. Any use by a
dealer, retailer or agent under Section III. F. shall be consistent with
Licensee's rights and responsibilities hereunder with respect to the use of the
Marks and, in no event, shall any such permitted use exceed or extend beyond
Licensee's rights hereunder to use the Marks. Licensee agrees to monitor and be
responsible for the use of the Marks by its agents, retailers and dealers and to
promptly provide or cause to be provided to Licensor upon request, from time to
time, such reasonable information concerning the use of the Marks by such
dealers, retailers and agents to permit Licensor to ascertain Licensee's
compliance hereunder. From time to time upon the reasonable request of Licensor,
Licensee shall promptly supply Licensor with a list of dealers, retailers,
agents authorized to use the Marks and/or promptly confirm whether any
particular dealers, retailers, agents remain authorized and in good standing
with respect to use of the Marks.

5. Licensee's right to use the Marks is limited to the uses specifically
authorized under this License Agreement.

6. Licensee and any dealers, retailers or agents designated under Section
III. F. may file and maintain trade name or fictitious name registrations in the
jurisdictions within the Licensed Territory where legally required or otherwise
appropriate to reflect the fact that Licensee is doing business as "US Unwired."
If other licensees desire to file and maintain such a trade name or fictitious
name registration pursuant to a license agreement with Licensor, Licensee shall
consent or otherwise cooperate with Licensor and such licensees in meeting the
state or local requirements to permit such trade or fictitious name
registrations to coexist. Licensee shall execute any documents deemed necessary
or desirable by Licensor or its counsel to assist Licensor in the protection or
registration of the Marks or to maintain or defend Licensor's title thereto, or
their continued validity and enforceability.

7. Licensee shall promptly notify Licensor of any suspected infringement of
or challenge to the validity, registration or Licensor's ownership of the Marks,
which occurs in the Licensed Territory, or elsewhere, should Licensee become
aware of such. Licensor agrees, at its sole cost and expense, to institute or
otherwise defend proceedings as may be appropriate to protect the Marks,
including, to the extent necessary, defense of such proceedings following
termination of this License Agreement. In connection with any such proceedings,
Licensee agrees to execute any and all documents and to do whatever reasonable
acts and things as may, in the opinion of counsel for Licensor, be necessary or
advisable to assist Licensor in carrying out the prosecution or defense, and
Licensor

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agrees to reimburse Licensee for all direct costs incurred by Licensee in doing
these acts and things, except that Licensee shall bear the salary costs of its
employees. Licensor shall have the sole right to institute, defend and direct
proceedings relating to the Marks and Licensee shall not file or institute any
proceedings relating to the Marks without the prior written consent of Licensor.
In the event that Licensee does file or institute any proceedings relating to
the Marks, Licensee shall promptly supply Licensor with copies of any and all
papers and materials relating to such proceedings, together with such
information relating thereto as Licensor may reasonably request. Whether or not
Licensor undertakes the prosecution or defense of a legal proceeding relating to
one or more of the Marks, Licensor's liability for damages and losses to
Licensee relating to use of one or more of the Marks (including any loss
resulting from Licensor's loss of title or ownership of the Marks or the rights
thereto) shall be limited to the amount of Annual License Fee paid by Licensee
under this License Agreement for the market(s) in which such liability is
determined for the year during which such liability is determined.

8. The Marks are valid and serve to identify the telecommunications services
and products provided by those who are authorized to operate under the Marks.
Licensee shall not directly or indirectly contest the validity, registration or
Licensor's ownership of the Marks, any of their derivatives, any of the icons or
other marks owned by Licensor, and Licensee shall not directly or indirectly
apply for or otherwise seek to register as a trademark, service mark or design
any mark or other designation which incorporates, which is the same as or
confusingly similar to, or which may dilute Licensor's rights in and to, any of
the Marks or their derivatives, any of the icons or other marks owned by
Licensor.

9. Licensee's use of the Marks, and the use thereof by its agents, retailers
and dealers, if any, pursuant to this License Agreement does not give Licensee
or any agent, retailer or dealer, any ownership interest or other interest in or
to the Marks, except the license granted in this License Agreement. Any and all
goodwill arising from use of the Marks shall inure solely and exclusively to the
benefit of Licensor, and upon expiration or termination of this License
Agreement and the license granted by it, no monetary amount shall be assigned as
attributable to any goodwill associated with use of the Marks by Licensee or its
agents, retailers or dealers.

10. Licensor has and retains the following rights, among others:

(i) To use the Marks itself, in connection with local, regional and
national advertising and promotion, including conducting activities designed
to enhance the goodwill associated with the Marks, and, subject to the
provisions of Section I hereof, with directly or indirectly selling products
and services (including telecommunications products and services) both within
and outside the Licensed Territory;

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<PAGE>

(ii) To grant licenses for use of the Marks in addition to those licenses
already granted to existing licensees of the Marks, including granting
licenses for use of the Marks within the Licensed Territory by persons other
than Licensee herein with regard to telecommunications services other than
PCS;

(iii) To use the Marks in any manner reserved for Licensor pursuant to
Section I; and

(iv) To create derivatives of the Marks and exploit, promote and license
such derivatives.

11. In the event that any of the Marks or icons, including any trademarks,
service marks and design logos adopted after execution of this License Agreement
which become Marks, can no longer be used, Licensor reserves the right to
provide a substitute mark or design with reasonable notice to Licensee.

VI. ADVERTISING

Recognizing the value of advertising and the importance of the
standardization of advertising programs to the furtherance of the goodwill and
public image of the Marks, the parties agree as follows:

A. Licensee's Advertising

All advertising and promotion by Licensee in any manner or medium must be
conducted in a dignified manner and must conform to the written and graphic
guidelines specified by Licensor from time to time. Licensee shall display or
otherwise employ the Marks in the manner prescribed by Licensor on all signs and
all other advertising and promotional materials used in connection with
Licensee's business, to the extent relating to PCS and PCS related products. If
requested by Licensor, Licensee at its own expense shall promptly provide to
Licensor photocopies or other photographic, mechanical, magnetic or other
representations of all print advertisements and promotional materials,
radio/television advertising sequences, graphical interface presentations and
other media presentations using the Marks which Licensee has used at any time
during the six (6) months preceding Licensor's request.

B. Materials Provided by Licensor

Licensor may provide from time to time, in its sole discretion, advertising
and promotional plans and materials, including without limitation, newspaper
mats, television and radio tapes, graphical interface files, promotional
brochures and sales aids. Licensee may use all or any of these materials in its
sole discretion

C. Price Discretion

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Licensee shall have the right to sell its products and offer services at
any price Licensee may determine, and shall in no way be bound by any price
which may be recommended or suggested by Licensor.

VII. INSURANCE

A. Requirement

Licensee shall promptly procure, and shall maintain in full force and
effect at all times during the term of this License Agreement, at Licensee's
expense, an insurance policy or policies protecting Licensee, Licensor and their
respective agents, officers, directors, shareholders and employees against any
demand or claim with respect to personal injury, death, or property damage, or
any loss, liability or expense whatsoever arising or occurring upon or in
connection with Licensee's business of providing goods or services utilizing or
in connection with the Marks. Licensor shall be named as an additional insured
in each such policy.

B. Minimum Coverage

The policy or policies shall be written by an insurance company with an
Alfred M. Best rating of A or A+, or such other insurance company as Licensor
may reasonably approve, and shall include, at a minimum, such coverages and
policy limits as may reasonably be specified by Licensor from time to time,
which coverages may include, without limitation, comprehensive general liability
insurance, including personal injury, as well as comprehensive automobile
liability coverage for both owned and non-owned vehicles and property damage
liability coverage, naming Licensor as an additional insured in each such policy
or policies. Until such time as Licensor shall in good faith determine that
economic or other circumstances affecting the US Unwired license program require
increased insurance coverage, the following minimum insurance requirements shall
be applicable.

1. General liability: $1,000,000 per occurrence or $2,000,000 in the
aggregate;

2. Personal liability: $1.000,000;

3. Property damage: $1,000,000;

4. Automobile liability: $1,000,000 per occurrence for owned and
operated vehicles;

5. Workers' compensation/Employers' liability: $500.000 policy limit;

6. Disease: $500,000; and

7. Accident: $500,000.

C. Certificates of Insurance

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Within (30) days after this License Agreement is executed, and thereafter
at least thirty (30) days prior to the expiration of any such policy, Licensee
shall deliver to Licensor Certificates of Insurance evidencing the proper
coverage with limits not less than those required hereunder. All Certificates
shall expressly provide that not less than thirty (30) days' prior written
notice shall be given Licensor in the event of material alteration to, or
cancellation of, the coverages evidenced by such Certificates.

VIII. TRANSFER OF INTEREST

Each party shall have the right to transfer or assign all or any part of
its rights or obligations herein to any person or legal entity. If the assignee
assumes all of the obligations of the assignor under this License Agreement and
sends written notice of the assignment so attesting, the non-assigning party
shall promptly execute a general release of the assigning party, and any
affiliates thereof, from any claims against or liabilities of the assigning
party arising under this License Agreement subsequent to such assignment.

IX. DEFAULT AND TERMINATION

A. Termination Without Cause

Either party shall have the right to terminate this License Agreement
without cause at any time upon at least ninety (90) days advance written notice
to the other party. Licensee shall remain fully responsible for any fees and
other obligations accruing to Licensor during such notice period.

B. Termination Without Notice

Licensee shall be deemed to be in default under this License Agreement, and
all rights granted herein shall automatically terminate without notice to
Licensee:

1. if Licensee becomes insolvent or makes a general assignment for the
benefit of creditors; or if a petition in bankruptcy is filed by Licensee
or against Licensee and not actively opposed by Licensee; or if Licensee is
adjudicated as bankrupt or insolvent; or if a bill in equity or other
proceeding for the appointment of a receiver of Licensee or other custodian
for Licensee's business or assets is filed and consented to by Licensee: or
if a receiver or other permanent or temporary custodian of Licensee's
assets or property, or any part thereof, is appointed by any court of
competent jurisdiction; or if proceedings for a composition with creditors
under any state or federal law should be instituted by Licensee or against
Licensee and not actively opposed by Licensee; or if a final judgment
remains unsatisfied or of record for thirty (30) days or longer (unless
supersedeas bond is filed); or if Licensee is dissolved except where the
Licensee is a limited partnership and, promptly following dissolution, such
limited partnership is reconstituted with the same general partners: or if
a suit to foreclose any lien or mortgage against real or personal

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<PAGE>

property used in the operation of Licensee's PCS business is instituted against
Licensee and not dismissed within (30) days or, if actively being opposed by
Licensee, within one hundred eighty (180) days; or if Licensee at any time
ceases to operate or otherwise abandons its PCS business or otherwise forfeits
the right to do or transact business in any market(s) in the Licensed Territory;
or if Licensee loses its FCC license or FCC construction permit or any other
material Permit for one or more market(s) in the Licensed Territory or otherwise
forfeits the right to do or transact business in one or more market(s), in which
event Licensee's rights under this License Agreement with respect to such
market(s) shall automatically terminate and this License Agreement shall
continue with respect to the remaining market(s) in the Licensed Territory for
which Licensee continues to hold all necessary FCC license(s) and Permits.

2. if Licensee directly or indirectly contests in any court or proceeding the
validity or registration of, or Licensor's ownership of, any of the Marks or
other rights licensed hereunder.

C. Termination After Notice and Opportunity to Cure

Each party ("Defaulting Party") shall have thirty (30) days after its
receipt from the other party ("Non-Defaulting Party") of a written notice of
termination due to a default within which to remedy such default hereunder (or,
if the default cannot reasonably be cured within such thirty (30) days, to
initiate within that time substantial and continuing action to cure the
default), and to provide evidence thereof to the Non-Defaulting Party. If any
such default is not cured within that time (or, if appropriate, substantial and
continuing action to cure the default is not initiated within that time), or
such longer period as applicable law may require, this License Agreement shall
terminate without further notice to the Defaulting Party effective immediately
upon expiration of the thirty (30) day period or such longer period as
applicable law may require (and the Defaulting Party shall remain fully
responsible for any obligations accruing to the Non-Defaulting Party until such
termination occurs). A party shall be in default hereunder for any failure to
comply with any of the requirements imposed by this License Agreement or to
carry out the terms of this License Agreement in good faith.

XV. NOTICES:

All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered or mailed, first class,
postage prepaid, to the following persons unless contrary instructions are given
by the parties in writing.

If to LICENSOR: US UNWIRED INC.
P.O. Box 3709
Lake Charles, LA 70602-3709

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318-436-9000

If to LICENSEE: LOUISIANA UNWIRED, LLC
P.O. Box 3709
Lake Charles, LA 70602-3709
318-436-9000

Any notice by overnight courier or certified mail shall be deemed to have
been given at the date and time such notice is accepted by the overnight courier
or deposited with the U.S. Postal Service, respectively. No failure to address
any notice hereunder to a particular individual shall render such notice
invalid.

XI. ENTIRE AGREEMENT

This License Agreement, the documents referred to herein and the
attachments hereto, if any, constitute the entire, full and complete License
Agreement between Licensor and Licensee concerning the subject matter hereof and
supersede all prior agreements. Without limiting the foregoing, this License
Agreement shall be deemed to amend and restate in its entirety and to supersede,
for all purposes, any prior license agreement between the parties hereto which
contemplates or has as its primary purpose the grant of a license to use any of
the Marks. Except for those permitted to be made unilaterally by Licensor
hereunder, no amendment, change or variance from this License Agreement shall be
binding on either party unless mutually agreed to by the parties and executed by
their authorized officers or agents in writing.

XII. SEVERABELITY AND CONSTRUCTION

A. Except as expressly provided to the contrary herein, each portion,
section, part, term and/or provision of this License Agreement shall be
considered severable; and if, for any reason, a portion, section, part, term
and/or provision herein is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by a court or agency
having valid jurisdiction, such shall not impair the operation of, or have any
other effect upon, such other portions, sections, parts, terms and/or
provisions, of this License Agreement as may remain otherwise intelligible; and
the latter shall continue to be given full force and effect and bind the parties
hereof; and said invalid portions, sections, parts, terms and/or provisions
shall be deemed not to be a part of this License Agreement.

B. Nothing in this License Agreement is intended, nor shall be deemed, to
confer any rights or remedies upon any person or legal entity other than
Licensor or Licensee and their respective successors and assigns as permitted by
this License Agreement.

C. In the event a court in a final decision rules that any provision of this
License Agreement or portion thereof is unenforceable, Licensee agrees to be
bound by the maximum duty ruled enforceable by the court.

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<PAGE>

D. All captions in this License Agreement are intended solely for the
convenience of the parties, and none shall be deemed to affect the meaning or
construction of any provision hereof.

E. This License Agreement may be executed in several counterparts, and each
copy so executed shall be deemed an original.

XIII. APPLICABLE LAW

A. THIS LICENSE AGREEMENT TAKES EFFECT UPON THE DATE FIRST MENTIONED ABOVE
AND SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED UNDER, THE LAWS THE
STATE OF LOUISIANA, WHICH LAWS SHALL PREVAIL IN THE EVENT OF ANY CONFLICT OF
LAW; PROVIDED, HOWEVER, THAT IF ANY OF THE PROVISIONS OF THIS LICENSE AGREEMENT
WOULD NOT BE ENFORCEABLE UNDER THE LAWS OF THE STATE OF LOUISIANA, THEN SUCH
PROVISIONS SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED UNDER, THE LAWS
OF THE STATE IN WHICH THE LICENSED TERRITORY IS LOCATED (IF THE LICENSED
TERRITORY CONTAINS PORTIONS OF MORE THAN ONE STATE, THEN THE APPLICABLE LAW
SHALL BE THAT OF THE STATE IN WHICH THE LARGEST PORTION OF THE LICENSED
TERRITORY IS LOCATED).

B. No right or remedy conferred upon or reserved to Licensor or Licensee by
this License Agreement is intended to be, nor shall be deemed, exclusive of any
other right or remedy herein or by law or equity provided or permitted, but each
shall be cumulative of every other right or remedy.

C. Nothing herein contained shall bar Licensor's right to apply for
injunctive relief against threatened conduct that will cause it loss or damages,
under applicable equity rules, including the applicable rules for obtaining
restraining orders and preliminary injunctions.

XIV. ATTORNEY FEES; COSTS; EXPENSES

In the event an action is commenced by either party to enforce the terms of
this License Agreement, the prevailing party in such action shall be entitled to
reimbursement from the other party of its costs, expenses and reasonable
attorneys' fees incurred in relation to such action.

XV. ACKNOWLEDGMENTS

A. Licensee acknowledges that it is currently engaged in the
telecommunications business and that such business involves substantial
investment and risks and that its success is largely dependent upon the ability
of Licensee's management and technical personnel. Licensor expressly disclaims
the making of, and Licensee acknowledges that it has not received, any warranty
or guarantee, express or implied, as to the potential volume, profits or success
resulting from the utilization of the Marks by Licensee in its
telecommunications business.

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B. Licensee acknowledges that it received a copy of the complete US Unwired
License Agreement and the Exhibits thereto at least five (5) business days prior
to the date on which this License Agreement is signed by Licensee. Licensee
further acknowledges that it received the disclosure document required by the
Trade Regulation Rule of the Federal Trade Commission entitled "Disclosure
Requirements and Prohibitions Concerning Franchising and Business Opportunity
Ventures" at least ten (10) business days prior to the date on which this
License Agreement is signed by Licensee.

C. Licensee acknowledges that it has read and understood this License
Agreement and the attachments hereto, and that Licensor has accorded Licensee
ample time and opportunity to consult with advisors of Licensee's own choosing
about the potential benefits and risks of entering into this License Agreement
on the effective date set forth above.

IN WITNESS WHEREOF, the parties hereto have duly executed this License
Agreement to be effective as of the date first mentioned above.

LOUISIANA UNWIRED, LLC

BY: /s/ THOMAS G. HENNING
------------------------------
NAME: THOMAS G. HENNING
TILE: SECRETARY/ASSISTANT MANAGER

US UNWIRED INC.

BY: /s/ ROBERT PIPER
-------------------------------
NAME: ROBERT PIPER
TITLE: PRESIDENT

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EXHIBIT A

The markets comprising the Licensed Territory referred to in the License
Agreement and to which this License Agreement applies are the Alexandria, Lake
Charles, Monroe and Shreveport, Louisiana Basic Trading Areas.

<PAGE>

EXHIBIT 10.14

BILLING SERVICES AGREEMENT

THIS SOFTWARE LICENSE and BILLING SERVICES AGREEMENT ("Agreement") is
entered into this 13/th/ day of May 1998, between UniBill, Inc. ("UNIBILL"), a
Louisiana corporation with principal offices at 844 Ryan Street, Lake Charles,
LA and Louisiana Unwired, LLC, a Louisiana limited liability company with
principal offices at One Lakeshore Dr. Suite 1900 Lake Charles, LA
("Customer"), the permitted or Holder of a license to provide Broadband
personal communication services in the Lake Charles BTA, Alexandria BTA,
Shreveport BTA and Monroe BTA ("Customer's Market" or "Market").

WHEREAS, UNIBILL is in the business of licensing billing software,
including UNIBILL FLEXBILL Software and other billing services to licensees of
wireless telephone services such as PCS and

WHEREAS, Customer desires to contract with UNIBILL to use billing software
and obtain billing services for Customer's specific benefit in Customer's
above-described Markets.

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

SECTION 1. DEFINITIONS:
-----------

1.1 "Billing Services" shall mean those services and performance levels
described in Schedule "A" attached hereto and incorporated herein by
reference.

1.2 "Business Day" shall for purposes of U.S. based support services mean
week days from 8:00 a.m. to 5:00 p.m. CST (or CDT when applicable), and shall
exclude weekends and UNIBILL Holidays, defined in Section 1.20 hereafter.

1.3 "Business Hour" shall mean any sixty (60) minute period during any
Business Day or Facility Business Day.

1.4 "Call Records" are the electronic expression of billable and
unbillable calling experiences in Customer's Market, which may include an
identification calling party by wireless telephone number, MIN and/or ESN, the
identification of the called party by wireless telephone number, MIN, or local
or other telephone number, start and end time of call which determines the
length of any call, and additional events which may include measured
Alphanumeric or two way pager traffic, data transmission measured as packets
of data or kilobytes of data transmitted. Call Records are divided into
billable call records, and unbillable call records. Unbillable call records
are those calls recorded by Customer's MSC which are not designated as having
billable call completion codes by Customer, or are otherwise invalid calls or
event records.

1.5 "Wireless Telecommunications Service" means personal communication
services operating in the 800 MHz or 1900 MHz frequency range licensed by the
FCC, which service may provide personal numbers, call completion regardless of
location, call charges to the caller, call management services and other
features or functionality as determined by the provider.

1.6 "Cell Site(s)" is/are the location(s) in which Customer has installed
and integrated radio base stations and such other equipment and facilities as
may be required to transmit and receive wireless telecommunications to and
from an MSC and a Subscriber.

1.7 "Wireless Telecommunications Network" is a radiotelephone system
consisting of a MSC or MSCs and a Cell Site or Cell Sites located within a
Market area.
<PAGE>

1.8 "CIBER Format" or the Wireless Telecommunications Intercarrier
Billing Exchange Roamer Record, contains the recognized wireless industry
standard record format that is utilized to facilitate the transfer of billing
information among North American wireless telephone carriers.

1.9 "Conversion" or "Convert" shall mean the gathering, interpreting and
restructuring of Customer's existing Customer Records into UNIBILL'S standard
specified format, from sources provided to UNIBILL by Customer.

1.10 "Custom Programming" shall mean programming provided by UNIBILL, at
Customer's reasonable written request, for software changes, modifications, or
enhancements during the term of this agreement to the UNIBILL FLEXBILL
Software; provided, however, UNIBILL may make, in the course of its business,
custom changes, modifications or enhancements for other UNIBILL customers
which are similar to or different from those provided to Customer so long as
such changes, modifications or enhancements do not include Confidential
Information provided by Customer to UNIBILL.

1.11 "Customer Data" is information used to identify individual
Subscribers of Customer, including, but not limited to, name, address, ESN,
MIN, payment history and other descriptive and identifying billing
information.

1.12 "Customer Service Center" is the location where Customer provides
service or support to its Subscribers, and such location(s) shall be set
forth, as amended from time to time hereafter, on Schedule "C" attached hereto
and incorporated herein by reference.

1.13 "Data Base" is the documentation, files, computer tapes, records,
lists or other material containing the telephone numbers, ESNs, MINs and other
descriptive and identifying information concerning Subscribers. For purposes
of this Agreement, "Data Base" shall also include the rate or tariff
information used by Customer's Market.

1.14 "Designated Agent" shall mean the employee of Customer that Customer
has selected to perform the "Duties of Customer" set forth in Section 4 of
this Agreement. At the time of execution of this Agreement, Customer's
Designated Agent is the employee set forth on Schedule "C". In the event that
Customer changes its Designated Agent any time during the term of this
Agreement, or any renewal term hereof, Customer shall notify UNIBILL in
writing no later than ten (10) days after the effective date of such change.

1.15 "ESN" means the decimal, hexadecimal or octal electronic serial
number assigned to a radiotelephone."

1.16 "PCS" means personal communication services operating in the 1.9
GHz frequency range or any other frequency licensed by the FCC, which service
may provide personal numbers, call completion regardless of location, call
charges to the caller, call management services and other features or
functionality as determined by the provider.

1.17 "Generic Improvements" shall mean all modifications, alterations,
enhancements, updates, repairs or revisions of UNIBILL FLEXBILL Software which
are developed and made generally available by UNIBILL to its licensees after
the date of execution hereof.

1.18 "Interconnect Carrier" is that wireline telephone company or
companies, providing local exchange or long distance telecommunications
services, within the geographic area of Customer's Market.

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<PAGE>

1.19 "UNIBILL FLEXBILL Software" is proprietary software owned by UNIBILL
which is known as "UNIBILL FLEXBILL Software", which is licensed for use by
UNIBILL licensees, including Customer, to enter data and maintain a Data Base
of said data for subsequent processing by UNIBILL or authorized UNIBILL
subcontractors to generate Subscriber bills.

1.20 "UNIBILL Holidays" are New Year's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas, provided that
UNIBILL may change its holidays at any time on notice to Customer.

1.21 "Message Processing" shall mean the reading, editing, formatting,
guiding and rating of Call Records and the merging of the product thereof with
any previously unbilled calls.

1.22 "MIN" shall mean the mobile identification number, telephone number
or any other similar identification of any mobile or fixed based wireless
transceiver unit

1.23 "MSC" shall mean any mobile switching facility of Customer through
which radiotelephone, dispatch or other wireless telecommunications traffic is
routed.

1.24 "Operation Schedule" is that schedule detailed below in Section 3.5
that identifies the sequence and timing of services, materials and other
activities necessary to meet agreed upon operation dates between the parties
hereto and to have Customer's bills to its Subscribers mailed out within the
specified billing and collection cycle. The Operation Schedule can be changed
from time to time upon the mutual agreement of the parties hereto.

1.25 "Print Vendor" shall mean the party selected to perform invoice
fulfillment services, including, but not limited to, converting electronic
media images to invoices, and then printing, folding, inserting and mailing to
Customer's Subscriber. Customer, at its expense, reserves the right to select
and contract with a print vendor of its selection in which case UNIBILL shall
rebate the cost of contractual services not performed back to Customer while
incurring no liability for any failure of the print vendor chosen by Customer.

1.26 "Subscriber" is any user or former user of Customer's wireless
telecommunications services in the Market(s) whose billing data still resides
in the FLEXBILL data base.

SECTION 2. TERM OF AGREEMENT:
-----------------

2.1 The initial term of this Agreement shall commence upon execution
hereof and shall continue in effect for a period of five (5) years from the
date of the conversion, cycle cutoff and actual bill shipment by UNIBILL of
the last of Customer's markets to be converted to UNIBILL'S FLEXBILL Software.
This Agreement shall automatically renew for a three (3) year period upon the
termination of the initial term hereof; provided however, that either party
shall have the right, within thirty (30) days prior to the expiration of such
initial term, to notify the other party in writing that it elects to terminate
this Agreement effective on the expiration of such initial term. Such
termination by Customer shall not in any way relieve Customer of the
obligation to pay for all services previously performed by or then in process
with UNIBILL. Any such automatic renewal shall continue the terms and
conditions hereof in full force and effect, subject to UNIBILL'S right to
increase its charges for its Billing Services hereunder on written notice to
Customer. Any renewal term hereunder shall be subject to any such increased
charges and compensation, and such increases shall be binding upon Customer.

SECTION 3. SCOPE OF BILLING SERVICES:
-------------------------

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<PAGE>

3.1 Billing Services provided and performed by UNIBILL shall include
services specified in Schedule "A" which is attached hereto and made a part
hereof by this reference. Customer agrees that UNIBILL has the sole and
exclusive right to provide and perform the Billing Services set forth herein
on behalf of Customer, and any other party providing wireless telephone
services to the public through the use of Customer's Wireless
Telecommunications Network, during the term of this Agreement. UNIBILL and
Customer agree that UNIBILL will provide and perform those Billing Services
specifically designated in Schedule "A" attached hereto, during the term of
this Agreement, in consideration of Customer's satisfaction of the specific
charges set forth in Schedules "A" and "B".

3.2 UNIBILL shall provide additional billing services as reasonably
requested by Customer within a reasonable time from the date of such request,
subject only to UNIBILL's (i) existing commitments and (ii) available
resources. Such additional billing services shall be provided at UNIBILL's
then prevailing rates plus reasonable travel and lodging expenses.

3.3 UNIBILL hereby grants, and Customer hereby accepts, a revocable,
nontransferable and nonexclusive license for Customer and its Designated Agent
to use the UNIBILL FLEXBILL Software and all related documentation during the
term or any renewal term hereof in accordance with the terms of this Agreement
and solely for Customer's benefit at the agreed upon Customer location where
UNIBILL installs and verifies the operability of the UNIBILL FLEXBILL
Software. Any rights not expressly granted herein are reserved by UNIBILL.
The UNIBILL FLEXBILL Software shall be used only with respect to the business
of Customer's Market, and shall be limited to reporting and maintaining
Customer's own information. Customer and its Designated Agent shall not
permit any third party, not otherwise licensed by UNIBILL, to use or have
access to the UNIBILL FLEXBILL Software, or the computer hardware within which
the UNIBILL FLEXBILL Software resides.

3.4 UNIBILL shall, as part of this Agreement, assist Customer in the
conversion of Customer's records as presently established from existing data
format to the OS/400 provided Data Base format when installed. Such service
will be provided pursuant to the terms of this Agreement.

3.5 UNIBILL shall provide monthly invoices for Customer Subscribers based
on the Operation Schedule agreed upon by the parties below. In connection
therewith, and in the performance of all of its services under this Section 3,
UNIBILL shall cooperate and communicate with the Designated Agent as necessary
to perform its tasks contemplated hereunder in a workmanlike and conscientious
manner.

(i) Customer shall provide UNIBILL with magnetic files (or other mutually
acceptable electronic media) from its MSC containing Customer's Call Records
and certain other charges and credits. UNIBILL shall identify such Call
Records as billable call records, or nonbillable call records in accordance
with the specific written instructions conveyed by Customer. UNIBILL will
restructure all call records into generic UNIBILL call format or other
appropriate transaction record required to accommodate usage information.

(ii) After receipt of Call Record data from Customer and cycle completion
verification by Customer, UNIBILL shall accept and process all Call Record
data with Data Base and shall begin rating and invoice preparation, providing
Customer with exception and error reports for customer's review within Three
(3) Business Days thereafter.

(iii) Upon UNIBILL'S receipt of Customer's approval and/or correction of
any such exception or error reports, UNIBILL shall begin conversion of such
approved data and produce a bill image file, providing Customer with sample
bill(s) for Customer's review. Customer shall specifically be responsible for
reviewing sample bills for accuracy, integrity and completeness, and for
approving

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<PAGE>

the same, based on among other things, Customer's Call Record data, Customer
Data and Data Base data.

(iv) Upon UNIBILL'S receipt of Customer's approval of such sample bill(s),
UNIBILL shall commence bill printing, with the maximum time period to complete
printing, insertion of bills, mail metering and mailing not to exceed the
following:

Total Volume of Bills per Cycle Maximum Time After Approval

1 to 16,000 3.0 Business Days
16,001 to 22,000 3.5 Business Days
22,000 and up 4.0 Business Days

The parties hereto agree that the time periods set forth in each of
Sections 3.5 (ii), 3.5 (iii) and 3.5 (iv) above shall be aggregated for
purposes of determining whether UNIBILL has satisfied the Operation Schedule
relative to each such individual Section.

(v) The parties hereto agree to designate and replace from time to time,
as necessary, representatives of each party so that the billing process can
work as expeditiously and smoothly as possible. All approvals, or waivers
thereof, from Customer as required under the above-described Operation
Schedule shall be in writing or by fax. Any performance required of UNIBILL
hereunder shall be waived until such time as Customer responds as required
hereunder.

3.6 UNIBILL shall begin investigation and correction of any errors or
problems pursuant to the provisions of Schedule 'A'.

3.7 UNIBILL shall provide initial training in the operation and use of
UNIBILL FLEXBILL Software to Customer. Any training or installation necessary
concerning any Generic Improvements of UNIBILL FLEXBILL Software shall be at
no cost to Customer, except for reimbursement to UNIBILL for reasonable travel
and lodging expenses.

3.8 UNIBILL agrees to provide consulting, training, and testing services
to the Customer at its normal hourly rates then in effect.

SECTION 4. DUTIES OF CUSTOMER:
------------------

4.1 (a) Customer shall deliver Call Record data documentation, and
technical information describing record layout data (e.g. formatted electronic
expressions of Call Records) to UNIBILL, in via on-line transmissions,
magnetic tape or other mutually acceptable electronic media, in specified
formats which may be designated or revised by UNIBILL from time to time.
UNIBILL shall be given no less than 30 days written notice of Call Record
format changes or modification. In the event UNIBILL receives data which is
not in such format, UNIBILL shall notify Customer of such problem and shall
provide Customer with an estimate of the hours needed to reformat such data,
at Customer's expense, as provided in Schedule "B" hereto. Customer shall have
the option of replacing the problematic data or authorizing UNIBILL to
reformat the data at Customer's expense, if possible, except that should
Customer fail to inform UNIBILL of its decision within twenty-four (24) hours
after notification of such problem, UNIBILL shall proceed to reformat such
data, if possible, at UNIBILL's then prevailing rates. Customer shall provide
UNIBILL with those types of Call Records recorded by Customer's MSC which have
call record fields identifying both billable and nonbillable calls. All Call
Records not designated by Customer as billable shall be treated as nonbillable
call records by UNIBILL.

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<PAGE>

4.1(b) Notwithstanding anything to the contrary contained in this
Agreement, Customer shall specifically be responsible for establishing,
maintaining, updating, and validating the accuracy, integrity and completeness
of Call Record data, Customer Data, Data Base data, and record layout data,
and shall be solely at risk for any revenue loss associated with any failure
therein. Included in Customer's responsibilities as set forth in the
preceding sentence is Customer's obligation to promptly provide UNIBILL with
prior written notice and technical specifications and/or documentation
regarding any change that would impact UNIBILL's Billing Services, provided
however, Customer is required to give UNIBILL seven (7) days subsequent
written notice of any table-driven change made by Customer. A Customer change
requiring advance written notice would include, but not be limited to, a
modification to: Customer's MSC software or network; Customer's rate plans;
Customer's SID or BID numbers; Customer's cell sites; Customer's long distance
toll rates or Customer's computer hardware or computer network. UNIBILL shall
respond to Customer within thirty (30) days of receipt of such written notice,
shall provide Customer with an implementation schedule related to any such
notification and shall notify Customer of any UNIBILL charge related thereto.

4.2 Customer shall promptly provide UNIBILL with all approvals or waivers
required on Customer's part as set forth in Section 3 above within twenty-four
(24) hours of receipt by Customer. With respect to any exception or error
reports, Customer shall review such reports and provide UNIBILL with the
information necessary to process such data free of any such exceptions or
errors, or waive processing of any raw call records containing such exceptions
or errors, as set forth therein. Failure by Customer to perform any of its
responsibilities as provided hereunder shall extend the time for UNIBILL's
performance under this Agreement by at least the amount of time equal to
Customer's delay. Additionally, in the event that such failure increases
UNIBILL's costs of providing Billing Services, UNIBILL shall bill Customer and
Customer shall pay all reasonable and verified costs directly resulting from
Customer's failure to perform its responsibilities.

4.3 Customer shall provide UNIBILL with the name of at least one (1)
employee that is a fully qualified systems integrator. The systems integrator
should ideally be certified to install and maintain the major hardware
components required to support the UNIBILL FLEXBILL Software system,
Customer's Data Base and the related tables and files associated therewith.
Customer shall also provide UNIBILL with the name of at least one (1) employee
who must be proficient with personal computers, and who will receive initial
training in the operation and use of UNIBILL's FLEXBILL Software. Customer
shall also provide UNIBILL with a list of its employees who are using or are
no longer authorized to use the UNIBILL FLEXBILL Software, including each such
person's name, title, identification and password, as applicable, within
thirty (30) days thereof.

4.4 Customer shall acquire, at its sole expense, the compatible computer
and telecommunications equipment necessary for the operation of the UNIBILL
FLEXBILL Software. The parties shall consult as to compatibility prior to
installation of such equipment; however, UNIBILL assumes no responsibility for
any equipment acquired by Customer. UNIBILL has designated and approved the
hardware and telecommunications equipment configuration for UNIBILL's FLEXBILL
Software, set forth on Schedule D attached hereto and incorporated herein by
reference. The cost of installing, operating, maintaining, upgrading and
removing such equipment shall be borne entirely by Customer. Customer agrees
to promptly provide the necessary installations and to permit reasonable
access to such equipment by UNIBILL and others engaged in installing or
removing such equipment or maintaining it after installation as may be
necessary for the provision of the Billing Services.

4.5 UNIBILL and Customer shall each establish regular and reasonable
internal measures to verify the accuracy of all Billing Services performed by
UNIBILL on behalf of Customer. Customer shall notify UNIBILL of all errors,
omissions or inaccuracies in its Data Base or in any data, record, statement
or other document processed or delivered by UNIBILL, within fifteen (15) days
after such

6
<PAGE>

work is provided to Customer. Customer agrees that in the event of any errors,
omissions or inaccuracies in Billing Services, UNIBILL shall be given a
reasonable period, not to exceed thirty (30) days, in which to run a rebilling
to correct such error. UNIBILL agrees to take all reasonable steps to rebill
in the event of any errors in Billing Services. Customer agrees to reimburse
UNIBILL for any cost and expense incurred if the rebilling is required through
no fault of UNIBILL. The parties agree that the limitation periods in this
Section shall apply only to the matters arising under this Section.

SECTION 5. PAYMENT TERMS AND CONDITIONS:
----------------------------

5.1 Customer acknowledges that UNIBILL may contract with a Print Vendor
to provide certain billing services which under this Agreement are to be
performed and provided by UNIBILL. Customer shall provide UNIBILL with a
postage deposit equal to the average monthly cost of postage for billings
mailed on Customer's behalf. Customer understands that without this deposit,
the Print Vendor will not mail Customer's bills. Customer shall forward the
postage deposit due under this Section at the same time it satisfies UNIBILL's
invoice for the previous months' Billing Services. UNIBILL reserves the right
to choose a substitute or alternative to Print Vendor from time to time.

5.2 Customer shall pay all invoices in the United States currency from
UNIBILL within fifteen (15) days from receipt of invoice. Customer shall be
deemed to be in receipt of an invoice upon delivery to its designated address.
UNIBILL agrees to separately invoice each of Customer's Markets. If timely
payment is not received by UNIBILL, UNIBILL may bill and Customer shall pay
all costs, including reasonable attorneys' fees expended in collecting unpaid
amounts and a late payment charge on the unpaid balance of two percent (2%)
per month or the maximum rate allowed by law, whichever is higher.
Notwithstanding anything to the contrary contained in this Agreement, Customer
understands that to the extent any invoice is not paid within ten (10) days
from Customer's receipt of the same, UNIBILL may cease to perform Billing
Services for Customer until such time as all payments due and payable to
UNIBILL are received by UNIBILL. In addition, Customer understands and agrees
that UNIBILL's cessation of Billing Services as provided above shall not
constitute a breach by UNIBILL of any of its duties or obligations under this
Agreement or be deemed an election of remedies by UNIBILL.

5.3 All prices quoted are exclusive of all taxes (except taxes levied
against UNIBILL's income) including state and local use, sales, property, VAT,
export or import taxes, tariffs, ad valorem and taxes levied in Customer's
home country. Customer agrees to pay any and all such taxes to the proper
taxing authority, or to UNIBILL if so required, within five (5) Business Days
of the receipt of notice thereof. Customer agrees to pay any government fees
and annual registration fees Customer may incur in qualifying to do business
or registering an agent within Customer's home country.

Customer agrees to pay all federal state and local taxes, however
designated (excluding taxes based upon UNIBILL's net income) imposed on or
based upon the provision of technical services, equipment or the provision of
Billing Services. If any such taxes or assessments are required to be
collected and/or paid by UNIBILL, then Customer agrees to reimburse UNIBILL
for all such sums within five (5) days of notification from UNIBILL of its
liability therefor.

5.4 Customer shall pay for all additional services provided by UNIBILL at
UNIBILL's then prevailing billing rates. UNIBILL's prevailing billing rates
are subject to change at any time or from time to time upon thirty (30) days
written notice to Customer. Where travel and lodging costs are incurred in the
course of training, installation, and/or support work for Customer, such costs
shall be in addition to all other fees, if any.

SECTION 6. OPERATIONAL CHANGES AND IMPROVEMENTS:
------------------------------------

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<PAGE>

6.1 UNIBILL reserves the right at any time or from time to time, in its
sole discretion, to make changes in rules of operation, including, but not
limited to, application level, sign on procedures, access commands,
programming languages, or the location of UNIBILL's access stations, provided
that such changes do not materially and adversely impact Customer. Adjustment
to the processing period and Customer equipment installed at Customer's
premises shall be as mutually agreed upon by the parties.

6.2 In the event that Customer requests Custom Programming of UNIBILL,
such requested Custom Programming modifications will be performed on and
charged at a time and material basis at UNIBILL's then prevailing rates. When
Customer requests a UNIBILL FLEXBILL Software enhancement, such request must
include sufficient detail for the parties to determine the exact nature of
such enhancement. Any requests for improvements must be in writing. In the
event of required travel by employees or representatives of UNIBILL, Customer
will pay reasonable travel and lodging expenses.

6.3 Customer shall prioritize all changes it requests to the UNIBILL
FLEXBILL Software and submit such prioritized list in writing to UNIBILL
regularly, as mutually agreed. Customer shall update its prioritized list
from time to time to reflect all changes. UNIBILL shall provide Customer with
an acceptance and implementation schedule for the requested changes, after
UNIBILL has received all Customer information UNIBILL deems necessary or
appropriate to respond. UNIBILL shall notify Customer in its response of any
additional charges for requested changes and of any additional information
needed to implement such changes.

6.4 UNIBILL will notify Customer in advance of any Generic Improvement or
new version of UNIBILL's FLEXBILL Software, which may or may not have been
requested by Customer, but which directly impacts Customer. UNIBILL shall
provide Customer with written documentation regarding any such Generic
Improvement or new version of UNIBILL's FLEXBILL Software prior to the
delivery of the same.

6.5 UNIBILL is, and shall be, the sole owner of all inventions,
discoveries, updates, improvements, modifications, changes and/or enhancements
relating to the UNIBILL FLEXBILL Software, all copies thereof, including
translations, compilations, partial copies, derivative works and updated
works, whether partial or complete and whether or not modified or merged into
other program materials and whether in written or unwritten form and whether
developed by Customer or UNIBILL. Customer acknowledges and agrees that the
foregoing inventions, discoveries, et cetera, shall not be deemed or
considered "work for hire". UNIBILL shall retain the exclusive right to
reproduce, publish, patent, copyright, sell, license or otherwise make use of
such inventions, discoveries, updates, improvements, modifications, changes
and/or enhancements. Customer hereby grants to UNIBILL a perpetual,
nonexclusive, worldwide royalty free license and right to use, execute,
display, perform and distribute copies of and prepare or have prepared for
UNIBILL's own use or use by its customers, any and all custom coding or
programming done by UNIBILL for or on behalf of Customer in respect of the
UNIBILL FLEXBILL Software, both object code and source code, additions and
modifications thereto and derivative works therefrom.

6.7 UNIBILL shall not be responsible for any changes made to the UNIBILL
FLEXBILL Software or updates to Customer Data Base by processes or programming
by any party other than UNIBILL without the express written permission of
UNIBILL. Any changes made without the express written permission of UNIBILL
shall immediately release UNIBILL from any and all obligations to correct or
maintain the UNIBILL FLEXBILL Software, or the Customer Data Base but in no
way shall this alter or modify UNIBILL's ownership of the UNIBILL FLEXBILL
Software or Customer's duty and obligation to maintain the standards of
confidentiality set forth herein.

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<PAGE>

6.8 Should Customer desire any changes in the format or appearance of
bills printed and mailed to its Subscribers after execution hereof, including
changes in the type, format, appearance or printing of inserts to be inserted
in such bills, Customer shall give UNIBILL no less than thirty (30) days prior
written notice thereof. UNIBILL shall endeavor to comply with any such
requests of Customer, subject to any contractual limitations UNIBILL may have
with the selected Print Vendor in the event that UNIBILL contracts with a
print vendor. UNIBILL shall provide Customer with an implementation schedule
related to any such request, and shall notify Customer of any UNIBILL and/or
Print Vendor charges related thereto to alter existing formats or establish
new formats. All such requests by Customer shall include sufficient detail
for UNIBILL to determine the exact nature of the changes requested.

SECTION 7. SECURITY AND CONFIDENTIALITY:
----------------------------

7.1 The parties are willing to exchange certain information that the
disclosing party deems to be confidential and proprietary for the mutual
purpose of performing the terms of this Agreement.

Each party shall use its best efforts to maintain the security and
confidentiality of all data and documentation which is considered proprietary
to any party hereto.

7.2 For purposes hereof "Confidential Information" shall include all
business and technical information or data relating to either party hereto,
including but not limited to the UNIBILL FLEXBILL Software and related
documentation, training materials, financial information, trade secrets, know-
how, methods of operation, research and development data, customer lists,
sales and pricing information, customer surveys, drawings, processes, patent
data, files, sketches, models, samples, marketing data, copyrightable data,
object code, source code, training materials, system documentation, and the
like, whether or not patentable or copyrightable. Notwithstanding anything
contained herein to the contrary, Confidential Information shall not include
the following:

(i) Information developed independently by either party hereto or
lawfully received from another source without breach of this Agreement as
documented in the dated or written records of the developing or receiving
party; or

(ii) Information within the public domain through no wrongful act of the
receiving party; or

(iii) Information previously known by either party hereto prior to the
execution hereof as evidenced by prior written documentation thereof; or

(iv) Information rightfully received by either party hereto after the
execution hereof from a third party who learned of it or developed it
independently from any party hereto, or from a party hereto with the consent
of that party and without any restriction on disclosure thereof; or

(v) Information disclosed pursuant to law, judicial order or governmental
regulation after any statutory appeal rights have expired concerning any such
prospective disclosure.

7.3 The party receiving Confidential Information ("Recipient") shall not
use or communicate, directly or indirectly, any of the Confidential
Information to any third party without the prior written consent of the party
disclosing said Confidential Information ("Discloser"). Recipient shall use
its best efforts to prevent inadvertent disclosure of all or any part of the
Confidential Information to any third party. Recipient shall advise its agents
and employees who are to receive the Confidential Information that the
Confidential Information is confidential and proprietary to Discloser, and
shall instruct such agents and employees that Recipient and its agents and
employees have a legal obligation to maintain the Confidential Information in
confidence and not to disclose it to any third party.

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<PAGE>

7.4 Customer recognizes that the UNIBILL'S FLEXBILL Software and all
related information, including, but not limited to, any and all updates,
modifications, Generic Improvements, enhancements, user and installation
manuals, documentation, and information related to installation at the
location(s) of Customer are proprietary to and constitute TRADE SECRETS of
UNIBILL, and that all rights thereto, including copyrights, are owned by
UNIBILL. UNIBILL shall at all times retain title to the UNIBILL FLEXBILL
Software and all related information.

7.5 Customer shall keep each and every item of UNIBILL FLEXBILL Software
and any hardware owned by UNIBILL and all related information furnished
hereunder free and clear of any claims, liens and encumbrances.

7.6 Customer shall not (i) copy or duplicate, or permit anyone else to
copy or duplicate, any of the UNIBILL FLEXBILL Software or related
information, whether in written, magnetic or any other form, except pursuant
to reasonable backup procedures; nor (ii) provide or make the UNIBILL FLEXBILL
Software or related information available to any person or entity other than
employees of Customer who have a need to know consistent with Customer's use
thereof under this Agreement; nor (iii) create or attempt to create, or permit
others to create or attempt to create by disassembling, reverse engineering or
otherwise, the source programs or any part thereof from the object program or
from other information (whether oral, written, tangible or intangible) made
available to Customer under this Agreement; nor (iv) copy for the use of
others operator manuals, system reference guides, training materials and other
user-oriented materials without the prior written consent of UNIBILL. In
order to protect UNIBILL's TRADE SECRETS and copyrights in the UNIBILL
FLEXBILL Software and related information, Customer agrees to reproduce and
incorporate UNIBILL's relevant notices, including copyright and TRADE SECRET
notices, in any copies, modifications or partial copies authorized under this
Agreement. The UNIBILL FLEXBILL Software shall be kept in a secure place with
access and use restrictions recommended by UNIBILL.

7.7 Customer agrees to notify UNIBILL forthwith if it obtains information
as to any unauthorized possession, use or disclosure of any item of UNIBILL's
FLEXBILL Software or related information by any person or entity, known by
Customer to be possessing, using or disclosing the UNIBILL FLEXBILL Software
without authorization, and upon making such notification to UNIBILL, agree to
cooperate with UNIBILL in protecting UNIBILL's proprietary rights.

7.8 Customer agrees and acknowledges that UNIBILL may use, or require
Customer to use, at UNIBILL's expense, software locks in order to limit the
use of the UNIBILL FLEXBILL Software consistent with the use permitted
hereunder.

7.9 Each party's obligations under this Section shall continue after the
termination of this Agreement with respect to each item of Confidential
Information for as long as that Confidential Information remains confidential
and proprietary to the party attempting to enforce its confidentiality.

SECTION 8. WARRANTY. UNIBILL shall perform Billing Services with
--------
reasonable care and in a professional and workmanlike manner. UNIBILL
represents that the UNIBILL FLEXBILL Software can provide Billing Services to
wireless telecommunications providers, wireless telecommunications resellers
and that it is compatible with TDMA and analog technology. EXCEPT FOR THE
EXPRESS WARRANTY STATED HEREIN, WHICH IS IN LIEU OF ALL OTHER REPRESENTATIONS
AND WARRANTIES, UNIBILL MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR COMMON-LAW
WARRANTY IN CONNECTION WITH THE BILLING SERVICES PROVIDED HEREUNDER OR THE
PRODUCTS SOLD HEREUNDER.

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<PAGE>

SECTION 9. LIMITATION OF LIABILITY AND REMEDY.
----------------------------------

9.1 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER
UNIBILL NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO CUSTOMER, WHETHER SUCH
LIABILITY ARISES UNDER WARRANTY, CONTRACT, STRICT LIABILITY IN TORT,
NEGLIGENCE, OR OTHERWISE, FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGE OR EXPENSES
INDIRECTLY ARISING FROM CUSTOMER'S OR ANY THIRD PARTY'S USE OF OR INABILITY TO
USE THE BILLING SERVICES, EVEN IF UNIBILL HAS BEEN ADVISED OF THE PROBABILITY
OF SUCH DAMAGES. DURING THE TERM OF THIS AGREEMENT, ANY LOSS OR DAMAGE TO
CUSTOMER ARISING SOLELY FROM UNIBILL'S ERRORS, OMISSIONS, INTERRUPTIONS OR
DELAYS IN BILLING SERVICES, SHALL BE LIMITED, IN THE AGGREGATE, TO DIRECT
DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL MOBILE NUMBER PROCESSING
FEES PAID BY CUSTOMER FOR THE HIGHEST TWO (2) MONTH PERIOD DURING THE CALENDAR
YEAR IN WHICH SUCH DIRECT DAMAGES OCCURRED. THIS CLAUSE SHALL SURVIVE FAILURE
OF AN EXCLUSIVE REMEDY. NO ACTION OR PROCEEDING UNDER THIS AGREEMENT MAY BE
COMMENCED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. THE
LIMITATIONS OF LIABILITY AND DISCLAIMER OF WARRANTY STATED HEREIN FORM AN
ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF
WHETHER ANY LIMITED REMEDY HEREUNDER FAILS ITS ESSENTIAL PURPOSE.

9.2 IN THE EVENT OF ANY LOSS OR DAMAGE TO CUSTOMER ARISING FROM UNIBILL'S
ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN BILLING SERVICES, UNIBILL MUST
BE NOTIFIED IN WRITING AND GIVEN THE OPPORTUNITY TO RESOLVE EACH SUCH PROBLEM
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.6 ABOVE. CUSTOMER AGREES IT
SHALL TAKE ALL REASONABLE STEPS TO COLLECT ALL AMOUNTS DUE AFTER ANY
REBILLING, SUPPLEMENTAL BILLING OR ANY OTHER ACTION BY UNIBILL TO RESOLVE SUCH
ERROR, OMISSION, INTERRUPTION, DELAY OR OTHER PROBLEM. IN THE EVENT CUSTOMER
CLAIMS AMOUNTS DUE UNDER THE PROVISIONS OF THIS SECTION AFTER TAKING SUCH
REASONABLE EFFORTS, CUSTOMER SHALL ALSO PROVIDE UNIBILL WITH ALL DOCUMENTATION
REASONABLY REQUIRED BY UNIBILL TO ESTABLISH THE AMOUNT OF LOSS CLAIMED. IN THE
EVENT OF ANY PAYMENT OF MONEY DAMAGES BY UNIBILL HEREUNDER TO CUSTOMER,
CUSTOMER AGREES TO EXECUTE AND DELIVER TO UNIBILL ANY AND ALL DOCUMENTS AS MAY
BE REQUIRED TO SUBROGATE UNIBILL TO ALL OF THE RIGHTS OF CUSTOMER TO COLLECT
ANY AND ALL AMOUNTS DUE WHICH CONSTITUTE SUCH DAMAGES.

9.3 THE REMEDIES STATED IN THIS SECTION 9 SHALL BE THE EXCLUSIVE REMEDIES
OF CUSTOMER FOR ANY BREACH BY UNIBILL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

SECTION 10. RECOVERY. UNIBILL shall provide recovery procedures
--------
reasonably designed to protect Customer's billing data and to assist in the
reconstruction of such data in the event of loss or destruction while under
UNIBILL's control. Should UNIBILL cause any of Customer's billing data within
its control to be rendered unusable or unfit for billing purposes, UNIBILL
shall use its best efforts to reconstruct the data to its condition
immediately prior to the time such data was rendered unusable or unfit without
charge to Customer. Customer and its Agents shall reasonably cooperate with
UNIBILL to reconstruct damaged data.

11
<PAGE>

SECTION 11. DEFAULT. Failure by any party to comply with any material
-------
term or condition under this Agreement shall entitle the non-breaching party
to give the defaulting party written notice of such default. If the
defaulting party has not cured such default within thirty (30) days after
receipt of notice, the non-breaching party shall be entitled, in addition to
all other remedies, unless limited by this Agreement, to terminate this
Agreement by giving notice to take effect immediately. Notwithstanding
anything to the contrary contained herein, if Customer is in default under or
breaches this Agreement, whether or not the Agreement is terminated, UNIBILL's
damages shall include, but not be limited to, an early termination fee equal
to the product of (i) the total number of Customer's Subscribers as of the
date of default and (ii) the mobile number processing and other related
charges set forth on Schedule "B" attached hereto, multiplied by (iii) the
number of months remaining on the term of the Agreement. The foregoing
provisions shall not be deemed an election of remedies or liquidated damages.
The right of the non-breaching party to terminate hereunder shall not be
affected in any way by its waiver of or failure to take action with respect to
any previous default.

SECTION 12. INDEMNIFICATION. UNIBILL will indemnify and save Customer
---------------
harmless from any loss or damage (including reasonable attorney's fees)
incurred by Customer, resulting from any claim by any third party that
UNIBILL's FLEXBILL Software infringes upon, or wrongfully copies the
proprietary or intellectual property of another. In addition, UNIBILL will
indemnify and save Customer harmless from any loss or damage (including
reasonable attorney's fees) incurred by Customer because of claims, suits or
demands of third parties for personal injury or tangible property damage to
the extent such loss or damage is caused by or results solely from the grossly
negligent acts of UNIBILL or its employees or agents, provided: (a) Customer
promptly notifies UNIBILL in writing of any suits, claims or demands against
Customer for which UNIBILL is responsible under this indemnity, (b) Customer
gives UNIBILL full opportunity and authority to assume the sole defense of and
settle such suits and (c) Customer furnishes to UNIBILL upon request all
information and assistance available to Customer for defense against such
suit, claim or demand. UNIBILL's liability under this indemnity shall in no
event exceed the maximum dollar figure set forth in Section 9.1 herein. This
indemnity is in lieu of all other obligations of UNIBILL, express or implied,
in law or in equity, to indemnify Customer. In the event it is determined
that loss or damage was not caused solely by the grossly negligent acts of
UNIBILL, its employees or agents, Customer shall reimburse UNIBILL for all
reasonable legal expenses incurred.

SECTION 13. TERMINATION OR EXPIRATION:
-------------------------

13.1 In the event of termination for uncured default by Customer or
expiration of this Agreement, UNIBILL may, if Customer so requests, continue
to provide Billing Services under the existing terms and conditions for a
period of up to one hundred eighty (180) days to allow for an orderly
transition to a new provider of services similar to those provided by UNIBILL.
UNIBILL shall then extract all Customer billing data from the UNIBILL billing
system and shall deliver such data to Customer on such media as Customer shall
reasonably request. Customer shall pay all costs of such data extraction
including, but not limited to, UNIBILL programming time, machine time, and
printing. UNIBILL shall charge Customer its then prevailing rates at the time
data extraction is performed.

13.2 Upon any termination, the license granted herein shall terminate and
UNIBILL shall have the right to take immediate possession of the UNIBILL
FLEXBILL Software, all related information, and all copies thereof, wherever
located, without demand or notice. Unless UNIBILL has already taken
possession of such UNIBILL FLEXBILL Software, related information and copies
thereof, Customer shall return to UNIBILL, within five (5) business days after
termination hereof, the UNIBILL FLEXBILL Software, related information,
software locks and all copies thereof in the form provided by UNIBILL or as
modified by Customer.

12
<PAGE>

13.3 Notwithstanding any other provisions of this Agreement, in the event
that any court or any regulatory agency requires UNIBILL to cease providing
Billing Services or any portion thereof as required under this Agreement, then
this Agreement shall be terminated or modified in accordance with such court
or regulatory agency without penalty to UNIBILL. When possible, UNIBILL will
provide at least sixty (60) days notice of such requirement and will continue,
if allowed by such court or regulatory agency to provide Billing Services for
one-hundred-eighty (180) days from the date of such order or request to allow
for an orderly transition.

SECTION 14. FORCE MAJEURE. Neither party will be deemed to be negligent,
-------------
at fault, or liable in any respect for any delay, damage, loss or failure in
performance, including the interruption of Billing Services, resulting from
acts of God, war, accidents, labor disputes, strikes, or any other cause
beyond the reasonable control of the party delayed. The foregoing shall not
apply to Customer's obligation to make payment for services rendered.

SECTION 15. APPLICABLE LAW AND FORUM. This Agreement shall be governed
------------------------
by, and construed in accordance with the laws of the State of Louisiana,
except a provision of that law which would refer resolution of any issue to
another jurisdiction. The forum for resolution of any dispute shall be the
State of Connecticut.

SECTION 16. ASSIGNMENT. A11 rights of UNIBILL hereunder shall inure to
----------
the benefit of its successors and assigns; all obligations of Customer shall
bind the heirs, legal representatives, successors and permitted assigns of
Customer. This Agreement shall not be assigned by Customer in whole or in
part without the prior written consent of UNIBILL.

SECTION 17. PERSONNEL EMPLOYMENT. The parties agrees not to solicit or
--------------------
offer employment to, or accept employment of, employees, agents or consultants
of each other who are associated with any Billing Services provided under this
Agreement during the term hereof and for a period of one (1) year after
termination of this Agreement for any reason.

SECTION 18. SECTION HEADINGS. The headings of the several Sections are
----------------
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.

SECTION 19. SEVERABILITY. In the event any of the provisions of this
------------
Agreement are found to be invalid by any administrative agency or court of
competent jurisdiction, the remaining provisions of this Agreement, whether
relating to similar or dissimilar subjects, shall nevertheless be binding with
the same effect as though the invalid provisions were deleted, unless the
result would be to substantially change the rights or obligations of either
party, in which event this Agreement shall terminate.

SECTION 20. NO WAIVER. Either party's failure at any time to enforce any
---------
of the provisions of this Agreement or any right with respect thereto, or to
exercise any option herein provided, will in no way be construed to be a
waiver of such provisions, rights, or options or in any way to affect the
validity of this Agreement. The exercise by either party of any rights or
options under the terms or covenants herein shall not preclude or prejudice
the exercise thereafter of the same or other rights under this Agreement.

SECTION 21. NOTICES. Any notice required or permitted to be given by
-------
either party hereto to the other shall be confirmed by facsimile, hand
delivery, or certified or registered mail, return receipt requested, at the
address hereon stated, and shall be deemed to have been given three (3) days
after deposited in the United States mail with postage prepaid.

13
<PAGE>

If to UNIBILL: General Manager
UNIBILL INC.
844 Ryan Street
Lake Charles, LA 70601
FAX: (318) 497-3120
Tel: (318) 436-9000

If to Customer: Manager/President
Louisiana Unwired, LLC
One Lakeshore Drive, Suite 1900
Lake Charles, LA 70629
FAX: (318) 497-3479
Tel: (318) 436-9000

SECTION 22. ENTIRE AGREEMENT. This Agreement and any Schedules attached
----------------
hereto constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations,
representations, and commitments, in oral or written form. This Agreement may
not be modified except by an instrument in writing signed by a duly authorized
representative of each of the parties. In the event of any conflict between
the body of this Agreement and any Schedule attached hereto, the text of the
body of the Agreement shall prevail.

SECTION 23. NON-EXCLUSIVE AGREEMENT. This Agreement is non-exclusive.
-----------------------
UNIBILL reserves the right to extend to others service similar or dissimilar
to the Billing Services provided hereunder.

SECTION 24. CUSTOMER REFERRAL. Customer hereby agrees to allow UNIBILL
-----------------
to use Customer's name for purposes of marketing the UNIBILL FLEXBILL Software
to potential UNIBILL customers.

SECTION 25. MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT. The original
--------------------------------------------
and one or more copies of this Agreement may be executed by one or more of the
parties hereto. In such event, all of such executed copies shall have the
same force and effect as the executed original and all of such counterparts
taken together shall have the effect of a fully executed original.

SECTION 26. AUTHORIZATION. A11 corporate action on the part of the
-------------
Customer necessary for the authorization, execution, delivery and performance
by the Customer of this Agreement, and the transactions contemplated therein,
has been taken. This Agreement is the valid and binding obligation of the
Customer, and is enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Agreement:

WITNESSES: UNIBILL, INC.

/s/ Sheila King By: /s/ Thomas G. Henning
______________________ ----------------------------

[ILLEGIBLE] Title: President
---------------------- -------------------------

LOUISIANA UNWIRED, LLC

/s/ Sheila King By: /s/ Robert Piper
---------------------- ----------------------------

[ILLEGIBLE] Title: President/Manager
---------------------- -------------------------

14
<PAGE>

SCHEDULE "A"

SERVICES INCLUDED
-----------------
1) BILL PROCESSING
---------------

a) Use of the UNIBILL FLEXBILL Software via a telephony link to the UNIBILL's
CPU, giving the customer the ability to:
1 Perform all other file maintenance procedures to ensure an accurate
billing data base, including subscriber data base and call plan
and any other files needed for billing;
2 Utilize the credit management system, to check credit, set credit
limits, generate treatment notices, temporary/permanent disconnects, and
reconnects;
3 Modify calling plan rates;
4 Create reports using the report generators;
5 Post adjustments and payment transactions directly to the data base
files.

b) Switch/Reseller Message Processing, including:

1 Loading of all switch or reseller tapes; when available, balancing of
records loaded against record counts on tapes;
2 Process tape call record information in accordance to Customer
supplied criteria and then against Customer Master File;
3 Rating of all airtime messages according to Customer's rate plans.

c) Subscriber Bill Printing and Mailing, including:

1 All materials i.e. bill forms 8 1/2" x 1 1", mailing and return
envelope;
2 Laser printing including all subscriber airtime messages and
Customer's logo on each page of the subscriber bill;
3 Special handling in accordance with customer's instructions of all
subscriber bills exceeding postal weight restrictions or designated as
"Pull" accounts;
4 Stuffing all bill forms, return envelope, and Customer supplied insert
meeting size, weight and format criteria;
5 Zip code sorting of all subscriber bills;
6 Posting and mailing subscriber bills from Sulphur, Louisiana or
delivery in bulk to the customer for postal distribution from the
customer's locations.

d) Standard Reports (single paper copy per market), including:

1) Billing Cycle Reports
---------------------

-Accounts Receivable Register: details and summarizes all charges billed to
the Subscriber (message detail is reported in summary fashion).

-Adjustment Register: details and summarizes all adjustments by Customer-
defined adjustment categories.

-Aged Trial Balance: details current balance, current charges, 30/60/90 day
balances for all subscribers by credit class.

-Agent Commission Report: details those subscribers and commissionable
categories and amounts necessary to issue commission checks.

15
<PAGE>

-Airtime Register: details all airtime calls billed to the subscribers
during the billing cycle.

-Billable Airtime Messages by Date/Hour: details by date and hour all
billable local calls processed for each billing cycle.

-Billable Toll Messages by Date/Hour: details by date and hour all billable
toll calls processed for each billing cycle.

-Final Account Register: an aged trial balance for final accounts

-Guide Record Listing: details accounts which have had a number changed as
well as accounts which are summary billed.

-Hold File Report: identifies cash not applied but existing on the hold
file.

-Journal Summary: summarizes billing totals by Customer defined accounting
categories.

-Refund Register: details final account refunds, deposit refunds, and
refund checks to be issued.

-Tax Register: summarizes tax totals by Customer-defined tax categories.

-Toll Airtime Summary: details toll and airtime messages, minutes, and
revenue by System ID (SID).

-Toll Register: details all toll calls billed to the subscribers during the
billing cycle.

-Unbillable Messages: lists messages which should be billed but can not be
assigned to an account for billing.

-Duplicate Calls: lists duplicate calls on bill cycle basis.

-Airtime Summary: summarized breakdown of airtime revenue and usage by rate
plans.

-Zero Airtime Summary: detailed summary of all subscribers who did not use
their wireless telecommunications phone in the last billing.

-Overseas Call Listing: detailed summary of all calls made to overseas
locations.

-Business Office Calls: provides a list of calls made to the office from
wireless telecommunications phone.

-Call Forwarding Calls: listing of call forwarding subscribers messages.

-Free 911 Report: listing of subscribers who have called 911 from their
wireless telecommunications phones.

-Calls From the Business Office: listing of calls made from the business
office to wireless telecommunications phones.

16
<PAGE>

-Pre-billing Balance Report: provides income and accounts receivable summary
of all revenue activity.

-Billing Exceptions Summary: summary of all billable messages which were
rerated or not billed for a variety of listed reasons.

-Applied Cash: listing of all payments processed for the billing cycle.

-Revenue By Item Report: new service charge revenue billed during current
billing cycle.

-Revenue By Non-Recurring Code: detailed information on non-recurring
changes at billing time.

-Deposit Report: Listing of each deposit currently residing in the billing
system.

-Commission Report: listing of commissionable phone sales and service
activity recorder.

-Phone Sales Report: listing of phone sales or leases which have been made
in the current billing cycle.

2) Periodic Reports
----------------

-Adjustment/Miscellaneous Charges Pre-Journalization: summarizes all
adjustments by Customer defined accounting categories.

-Cash Journal: summarizes all cash transactions by Customer defined
accounting categories.

-Cash Report: details all cash transactions received in a transmission and
whether the transaction was applied to a subscriber account or placed on
the hold file as unapplied.

-CIF Applied Changes: details all service orders, adjustments and cash
transactions received in a transmission

-CIF Exception Report: details all service orders in a transmission which
have been rejected and the reason for the rejection.

-Input Control Total Report: summarizes all revenue received in a
transmission, include recurring and nonrecurring revenue, all cash
transactions, and all fractional revenue calculations.

-Load Program Exception Report: details and then summarizes call records
from all billing input tapes which will be dropped and are available for
billing.

-Message Master File Listing: summarizes on a billing cycle-to-date basis
and call records which have not been dropped and are available for billing.

-Message Without Account Report: summarizes all call records which cannot be
billed due to the absence of an associated subscriber account record or
call routing information.

-Rating Error Report: details toll calls which would not be rated due to
incorrect information in the call record

-Table Maintenance Report: details all changes which have been made to the
Customer's data tables since the last table change update

17
<PAGE>

-Transmittal Summary: summarizes all call records received on billing input
tapes.

2) TOLL RATING
-----------

Calls terminating outside the Customer's designated local calling area are
defined as toll calls. These calls are rated according to the industry
standard long distance tariffs or Customer supplied tariffs, whichever is
applicable. Calls terminating within the Customer's designated local
calling area that require the application of land line charges not
associated with local (airtime) usage are defined as Message Units.

3) ROAMER MESSAGE PROCESSING
-------------------------

Customers may choose the massage clearing frequency of roamer outcollect
messages. Price includes tape charges and all roamer reporting. Roamer
outcollect messages are supplied in standard CIBER format to all designated
clearinghouses/vendors. Intra-company messages (local roaming) will be
processed with no batch charge.

Standard Roamer Reports include:
--------------------------------

-Incoming Batch Detail Report: details an incollect batch, including a
breakdown of records and revenues which were received by UNIBILL. These
records may include records which are being returned to UNIBILL by a
foreign carrier or clearinghouse for failure to satisfy their incollect
edits.

-Outgoing Batch Detail Report: details an outcollect batch, including a
breakdown of records and revenues which were sent by UNIBILL. These records
may include records which are being returned to a foreign carrier or
clearinghouse for failure to satisfy UNIBILL's incollect edits.

-Rejected Messages Detail Report: details all incollect records which have
been rejected by UNIBILL and the reason for the rejection.

-Returned Messages Detail Report: details all outcollect messages which have
been returned to UNIBILL by a foreign carrier or clearinghouse

-Roamer Agreement Activity Report: summarizes all incollect and rejection
activity as well as all outcollect and return activity between two wireless
telecommunications carriers for a given period of time, usually one
calendar month or one billing cycle.

-Summary of Batches Received: provides a monthly or billing cycle recap of
all incollect records sent to UNIBILL by a foreign carrier as well as all
outcollect messages which have been rejected and returned by the foreign
carrier

-Summary of Batches Sent: provides a monthly or billing cycle recap of all
outcollect records sent by UNIBILL to a foreign carrier as well as all
incollect records that have been rejected and returned by UNIBILL to that
foreign carrier

-Summary of Batches Exchanged: summary of all incollect and outcollect
activity between two wireless telecommunications carriers during a specific
period of time. listing of all agreements company has with other carriers.

18
<PAGE>

-Roamer Agreements Report: listing of all carriers with whom company has a
roaming agreement and applicable rates

-Incoming Roamer Calls Report: summary of the incollect roaming calls which
are rerated when received by UNIBILL.

4) TREATMENT NOTICES
-----------------

Customer will be responsible for generating collection notices for those
subscribers who have not paid their bills within an expected period of
time. Any treatment notices requested to be prepared by UNIBILL shall incur
a separate charge as specified in Schedule "B". This includes all standard
stock forms as well as mailing and return envelopes, the insertion of forms
into mailing envelopes, and mailing by UNIBILL.

5) BILL INQUIRY OPTIONS
--------------------

Customers may choose one of two methods by which to provide office personnel
with the capability of viewing subscriber bills for inquiry purposes. These
options are:

a) Paper copy of the subscriber bills;

b) Optical Disk Storage System.

6) DATA TRANSFER
-------------

UNIBILL uses an on-line centralized processing system to allow customer
access to data information and billing records. This process allows the
immediate transfer of data to and from a customer's CRT/printer.

7) BILL INSERTS No Charge
------------

Customers may include billing inserts with their subscriber bills which are
produced on other than standard bill forms provided the inserts meet
established UNIBILL criteria for size, weight and format. Insert
specifications are available upon request.

8) LABELS
------

Standard 15/16" x 3 1/2" mailing labels generated from the Customer's
Subscriber Master File are available through UNIBILL. The cost of all
labels is included in this price. Labels may' also be produced using the
Forms Generator Feature of the UNIBILL Subscriber Management System.

9) CONSULTATION
------------

Customer will be responsible consulting expense such as, but are not limited
to, all travel, travel related and accommodation expenses At your request,
we will provide and estimate to you prior to a visit of the fee for
consultant services based on the rates listed in schedule "B".

10) CUSTOMIZING/PROGRAMMING CHARGES
-------------------------------

On occasion, Customers may require changes to UNIBILL software to satisfy a
requirement. UNIBILL will make every effort to modify its software to meet
these requirements within a reasonable period of time at the rates set forth
for consulting services. This policy includes but is not limited to those
requirements, which in the sole judgment of UNIBILL, are outside of the

19
<PAGE>

normal requirements for wireless telecommunications companies and/ or have
no utility to other UNIBILL customers. Reasonable travel expenses, should
travel be required to fulfill any of these requirements, will be billed
separately. All programming requests must be in writing and the request
approved by the appropriate managers of both parties. Included in with the
billing fee is 20 hours per calendar month of MIS project programmer time.
All project development time for projects completed in any calendar month by
UNIBILL in excess of the 20 hour per month limit will be billed to the
customer at the rate specified in Schedule "B".

11) CONVERSION FEE
--------------

Upon written confirmation of a Customer's intention to begin utilizing
UNIBILL's subscriber billing services, we will schedule a conversion
meeting, usually at he Customer's site, to plan the activities, which are
necessary to convert the Customer's database and switch data (when
applicable) to UNIBILL's formats. In addition to all reasonable travel
expenses incurred by UNIBILL's personnel during visits to Customer sites
during the conversion period, a database conversion fees will apply. Prior
-------------------------------------
to commencing work on the conversion process a formal bid proposal will be
approved by customer The conversion fee based on standard "Consulting
Charges" found in Schedule "B" will cover special programming required to
enable input of message data from unsupported switch types into UNIBILL's
billing system. The conversion fee will also cover the cost to reformat
customer data in order for it to match existing UNIBILL formats. UNIBILL
will not accept conversion data which is proprietary to a third party.

12) RESELLER TAPES
--------------

Reseller billing tapes containing rated airtime and toll messages can be
produced by UNIBILL and delivered along with a summarized reseller invoice.
The charge for this service is specified in Schedule "B". This charge is in
addition to any reseller charges incurred in 1) or toll rating charges
incurred in 2).

13) DUPLICATE REPORTS
-----------------

Customers may request multiple paper copies of all billing cycle and periodic
reports.

14) CLOSED ACCOUNTS
---------------

Customers are responsible for instructing UNIBILL to purge subscriber
accounts which have been closed or "finaled" and have no outstanding
balance. UNIBILL can perform this service automatically on a regular basis
based on a Customer determined period of time. All zero-balance closed
accounts which have not been purged within six billing cycles of the current
bill cycle will be charged at the rate of $.10 per account per bill cycle
until purged.

15) MINIMUM CHARGES
---------------

A minimum charge of $1,000 per market per bill cycle is required. The number
of subscriber bills processed times the subscriber bill production rate
found in Schedule "B" plus any other billable charges are combined to
determine the applicability of a minimum charge.

20
<PAGE>

SCHEDULE "B"
------------
UNIBILL PRICE CHART

For all services listed in Schedule "A" there is a flat rate of $2.50
per bill produced per month. The charge is assessed to every subscriber
record in the billing master file whose account was active or past due
until the record is purged from the billing system.

The fee charge by UNIBILL to the customer for consulting and/or
programming time is listed below:
Industry expert (outside consultant services) $70.00/hr
Technical support (programmer analyst) $34.00/hr
Customer support (programmer analyst) $34.00/hr

UNIBILL pricing is based on single bill multiple services invoicing
(i.e., convergence billing). The above specified rate is for a single bill
with one service. Additional phones can be added to a bill for an
additional $1.00 per phone. Billing for additional paging service (flat
rate service) will be charged a rate of $.75 per pager. Billing for any
flat voice mail service will be $.50 per service. Bill Internet access as
and addition to an existing bill will be $.50 for flat rate service and
$1.00 for usage sensitive service plans.

Data Processing charges used in providing and supporting Pay In
Advance or Prepaid Wireless Telecommunications service where no bill is
rendered to the subscriber will be $1.75 per active number regardless of
volume of usage.

Data provided on any magnetic or optical media for resellers, industry
surveys, inter-company data transfer or any other reasons that requires
work to be done out side the core billing function provided for in this
agreement will incur a $50 per tape, diskette, data transmission or any
other media charge.

Any expense incurred by UNIBILL to correct errors caused by inaccurate
data entry, switch malfunction or any other event beyond the control of
UNIBILL is billable to the customer.

Treatment notices, special mail-outs, marketing direct mail pieces and
any other materials produced by UNIBILL and mailed by UNIBILL will be
billable at a rate of $.60 per piece. Special notices or letters produced
by UNIBILL, but not posted and mailed, are subject to a time and materials
pricing. Bids to perform such work are available upon request.

Some expenses incurred by UNIBILL are billed on a pass through basis.
Such expenses are for courier service, third party software and
telecommunications services.

_____________ ________________
Initials Date

21
<PAGE>

SCHEDULE C
----------

CUSTOMER INFORMATION
--------------------

Customer Service Center
-----------------------

Customer Designated Agent
-------------------------

<PAGE>

EXHIBIT 10.15

CAMERON COMMUNICATIONS SERVICE AGREEMENT

This Agreement is made this day June 10, 1999, by and between CAMERON
COMMUNICATIONS CORPORATION, a Louisiana Corporation ("Supplier") and US UNWIRED
CORPORATION ("Customer"), a Louisiana Corporation.

1. SERVICE AND P.O.P.

(A) Supplier agrees to provide Customer with telecommunication termination
services and/or origination "800" Services (collectively the Service). Customer
shall be solely responsible for all capacity costs necessary to access the
service. The service shall be provided to the LATA's, at the rates and upon the
terms specified herein and on Schedule 1 which is attached hereto. Customer may
be required to pay a deposit prior to the initiation of service. Supplier
reserves the right to review customer's monthly bills and payment history on a
quarterly basis and if deemed necessary, may increase the deposit not to exceed
the amount of one (1) month's average bill.

(B) Requests for the service shall be documented by service interconnection
orders (SIO), signed by both parties, which shall specify the service
commencement date, all applicable rates and charges and any other terms and
conditions agreed to by the parties. To the extent that the terms and condition
of this Agreement and Schedule 1 conflict with the terms and conditions of any
SIO, the terms of the service agreement shall control.

(C) With Supplier's prior written approval customer may postpone a service
commencement date. No more than one (1) postponement shall be allowed for a
service commencement date and the cumulative length of all such postponements
shall not exceed fifteen (15) days. All additional costs and expenses incurred
by Supplier in connection with the postponement of a service commencement date
shall be charged to customer and shall be due and payable according to the terms
hereof.

(D) Supplier reserves the right to add or delete service offerings during the
term hereof and to increase it's rates upon not less than thirty (30) days
advance notice. In the event of a domestic price increase customer may terminate
this Agreement, without liability, by giving written notice at least ten (10)
days prior to the effective date of the price increase.

(E) Customer shall provide Supplier with regular forecasts regarding the number
of minutes expected to be terminated in various LATA's and/or Tandems, so as to
enable Supplier to arrange network configurations.

(F) Customer shall provide Supplier with a written certification (The
Certification) of the percentage of Interstate and Intrastate minutes of use
relevant to the minutes of traffic to be terminated in the state where each
Service Interconnection is made. The certification shall be provided by Customer
prior to the start of Service for each terminating traffic service
interconnection. Customer shall issue recertifications on no less than an annual
basis. In the event Customer fails to make such certifications, the relevant
minutes of use will be deemed to be subject to the Intrastate Rates set forth on
Schedule 1. Customer agrees to make its call detail records, billing system, and
other necessary information available to Supplier or it's designee for the
purpose of verifying Customer's Interstate/Intrastate minutes of traffic and to
indemnify and hold Supplier harmless from any liability Supplier incurs in the
event Customer's certification is inaccurate.
<PAGE>

CAMERON COMMUNICATIONS SERVICE AGREEMENT

(G) All terminating fields will utilize FG-B or FG-D where available to produce
a toll-quality service (Bell Tech Ref. TR-NPL-000334). Other than for reasons of
cable cut or force majeure availability will meet P. 01 grade of service over
any 90 day period. Supplier will coordinate any system maintenance with Customer
if such maintenance is likely to produce a service interruption.

(H) Supplier shall designate the point of presence ("P.O.P.") for Customer to
access the service.

2. TERM

Each DS-1 interconnection with Supplier shall be for a minimum term of one (1)
year from date of installation and shall thereafter continue on a month to month
term unless terminated by either party. Termination for each individual DS-1
interconnection shall be effective, at the end of the minimum term or during the
month to month continuation thereof, upon ninety (90) days advance written
notice.

3. SERVICE INTERCONNECTION

(A) There shall be a required minimum monthly usage (MMU) for each DS-1
interconnection of 100,000 minutes per monthly billing period. Customer shall
have sixty (60) days from date of initial service to reach it's MMU on the firs
DS-1 interconnection and sixty (60) days on each subsequent DS-1
interconnection. Customer's MMU requirement for each individual DS-1 shall be
met whenever the average monthly usage for all DS-1's equals or exceeds 100,000
minutes.

(B) If Customer fails to meet it's MMU requirement for any given billing period,
Customer shall pay an additional per minute charge of $0.01 on the difference
between MMU and actual monthly usage.

Example: 100,000 Is the Minimum Monthly Usage per DS-1
-80,000 Is the Actual Monthly Usage
-------
10,000 Minutes @ $0.01=100.00 additional charge

(C) For each billing period, 80% of Customers total service minutes for
terminated calls shall be to tandems owned and operated by a Regional Bell
Operating Company with tariffed access charges (RBOC termination's). If Customer
fails to meet this RBOC termination requirement, Customer shall pay an
additional per minute charge of $0.02 on the number of minutes by which non-RBOC
termination's exceed 20% of the total monthly service minutes.

4. PAYMENT & BILLING

(A) Supplier will provide Customer with a monthly bill itemizing all: call
termination charges, monthly prepayment charges, port rentals, and other charges
owed by Customer to Supplier for the Services being billed. All domestic calls
will be billed in six (6) second increments rounded to the next highest one-
tenth minute thereafter. All international calls, with the exception of Mexico,
will be billed in six (6) second increments and subject to a thirty (30) second
minimum charge. Calls to Mexico will be billed in full one (1) minute
increments. International rates are subject to change
<PAGE>

CAMERON COMMUNICATIONS SERVICE AGREEMENT

with a seven (7) day written notice from Supplier to Customer. All amounts due
Supplier are payable in full within twenty (20) days after receipt of invoice.
Delinquent amounts shall bear interest at the rate of 1.5% per month or the
highest lawful rate whichever is lower. It shall not be a defense to nonpayment
that all or a portion of the charges for the service were incurred by
unauthorized users.

(B) Written requests by Customer for billing adjustments together with all
supporting documentation must be received by Supplier within thirty (30) days
from date of invoice or the right to a billing adjustment shall be waived. In
the event of a billing dispute, Customer shall timely pay the undisputed amounts
and the parties shall promptly resolve the dispute by mutual agreement or by
arbitration as provided for herein.

(C) Excluding taxes on Supplier's income, all federal, state and local taxes
determined by Supplier to be due on services provided under this Agreement shall
be charged to Customer and be due and payable according to the terms hereof.

5. DEFAULT

(A) When a party fails to timely pay any payment due hereunder or breaches any
of the other material terms hereof, or breaches any of the material terms of any
other written contract between the parties, such party shall be deemed in
default.

(B) Upon ten (10) days written following a default in payment, Supplier may
suspend service to Customer until all arrearages together with interest thereon
have been paid in full.

(C) Upon such a default in payment that is not cured within thirty (30) days
from date of suspension of service, Customer shall pay to Supplier as
liquidated damages an amount equal to it's most recent monthly bill or the
average of it's monthly bills for the period this Agreement was in effect, which
ever is greater, multiplied by the number of months remaining in the initial
term or if in a continuation thereof then by No. 3.

(D) Upon thirty (30) days notice following any other default the non-defaulting
party may terminate this Agreement upon the other party's failure to cure the
alleged default.

(E) Upon suspension or termination of this Agreement the non-defaulting party
may pursue all remedies available to it under the terms hereof and under any
applicable law.

6. LIMITATION OF LIABILITY

(A) Supplier shall not be liable for delays in installation, commencement or
restoration of the service; for any temporary or permanent cessation of service;
for errors, malfunctions, delays or defects in transmission of the service; for
loss or damage occasioned by acts of god, fire, elements, labor disputes,
shortages, utility curtailments, power failures, explosions, cable cut and other
catastrophes; for indirect, special, incidental, or consequential damages
including but not limited to lost profits or revenues; for punitive damages
arising from a breach of this Agreement, for injury to

<PAGE>

CAMERON COMMUNICATIONS SERVICE AGREEMENT

or death of any person and for damage to or loss of any property arising out of
or attributable to it's operations and performance under this Agreement.

(B) Supplier makes no warranty, express, implied or statutory, as to the
description, quality, merchantability, completeness, or fitness for any purpose
of the service, local access or any other matter all of which warranties are
hereby excluded and disclaimed.

(C) Supplier shall not be required nor obligated to provide alternative routing
with respect to any transmission capacity provided pursuant to this Agreement.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party, its
directors, officers, employees, and agents, successors, and assigns, from all
damages, costs, expenses and liabilities, including reasonable attorney's fees
and disbursements, sustained in any action commenced by any third party in
connection with the indemnifying party's performance of its obligations and
duties under this Agreement except for those damages, costs, expenses, and
liabilities arising from the gross negligence or willful misconduct of the other
party. The indemnified party shall promptly notify the other party of any such
suit or claim.

8. APPLICABLE LAW AND ARBITRATION

This Agreement shall be construed and interpreted in accordance with Louisiana
law. Any controversy or claim arising out of or related to this Agreement shall
be submitted by the parties to arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association. Such arbitration
shall be conducted in the City and Parish of Lake Charles, Louisiana and both
parties expressly consent to jurisdiction over them of the Louisiana courts to
compel arbitration, to enter any appropriate order or judgment based upon an
arbitration award, or to enter any other award or judgment based upon or in
furtherance of the arbitration. Further, the prevailing party shall be entitled
to an award of reasonable attorney fees incurred in connection with the
arbitration award, the judgment based thereon and all subsequent collection
efforts. No arbitration action arising out of this Agreement shall be brought
by either party more than one (1) year after the cause of action has accrued.

9. CONFIDENTIALITY AGREEMENT

All knowledge and information acquired during the term hereof concerning
Supplier's business affairs and operations shall be deemed confidential.
Customer, it's officers, directors, partners, employees, affiliates, agents and
representatives will keep such information confidential and disclose such
information to only those third parties as may be required to fulfill it's
obligations hereunder. Customer shall be fully liable for any breach of
confidentiality by itself, it's agents and representatives.

<PAGE>

CAMERON COMMUNICATIONS SERVICE AGREEMENT

10. NOTICES

Notices to the parties shall be deemed to have been given when personally
delivered, or when mailed by prepaid regular and certified mail, to the parties
at the addresses listed herein or such other address that the parties hereafter
designate in writing.

11. ADDITIONAL PROVISIONS

(A) This Agreement (including all appendices, exhibits, attachments and/or
schedules attached hereto) constitutes the entire understanding between the
parties relating to the rights herein granted and the obligations herein assumed
and correctly sets forth the rights, duties, and obligations of each party to
the other as of the date of this Agreement; provided, however, that this
Agreement shall not affect or modify the terms or applicability of any other
Agreement regarding other subject matters to which Supplier and Customer are
parties. Any prior Agreements, promises, negotiations or representations
regarding the subject matter of this Agreement not expressly set forth in this
Agreement are of no force or effect. No alteration or variation hereof of any
provision shall be valid unless reduced to writing and signed by both parties.

(B) This Agreement shall benefit and bind the successors, affiliates and assigns
of the parties. No course of dealing between the parties and no failure to
exercise any right hereunder shall be construed as a waiver of the right to
enforce the terms of this Agreement as written.

(D) This Agreement shall not be deemed to create a relationship of agency,
partnership or joint venture between the parties.

(E) Each of the undersigned hereby state that he/she has full authority to enter
into this Agreement and hereby accepts this Agreement on behalf of the companies
identified below.
<PAGE>

Cameron Communications Service Agreement

DATED this tenth day of June, 1999.

Cameron Communications Company US Unwired Corporation

By: /s/ George Mack By: /s/ Robert Piper 10-5-99
------------------------------ ------------------------------
George Mack Date Date

Title: President Title: President
--------------------------- ---------------------------

Address: Address:
P. O. Box 2447 1 Lakeshore Drive
Sulphur, LA 70664 Lake Charles, LA 70629
<PAGE>

Schedule One

Lake Charles

Dedicated Termination Dedicated 1-800
--------------------- ---------------

1 Yr Term 1 Yr Term
<S> <C> <C>
Ameritech Illinois $0.0430 $0.0560
Ameritech Indiana $0.0430 $0.0560
Ameritech Michigan $0.0430 $0.0560
Ameritech Ohio $0.0430 $0.0560
Ameritech Wisconsin $0.0430 $0.0560
Bell Atlantic $0.0430 $0.0560
Bell South $0.0430 $0.0560
NYNEX $0.0430 $0.0560
NYNEX Metro $0.0430 $0.0560
Pacific Bell $0.0430 $0.0560
Southwestern Bell $0.0430 $0.0560
US West $0.0430 $0.0560
Cincinnati Bell $0.0430 $0.0560
Southern New England $0.0430 $0.0560
GTE Tampa $0.0430 $0.0560

Alaska $0.1515 $0.0175
USVI/PR $0.1515 $0.0175
Canadian $0.1515

The above prices are for dedicated originating and terminating; all pass through
charge cost (i.e. Payphone charge, 1-800 account maintenance charge and etc).
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
US Unwired Rate Cape Verde 238 $0.5400 Gibraltar 350 $0.4100
----------------------------------------------------------------
Caymen Isl 345 $0.4250 Greece 30 $0.3380
- ---------------------------------------------------------------------------------------------------
Country CCode Rate/min Cen. Africa 236 $0.7790 Greenland 299 $0.4490
- ---------------------------------------------------------------------------------------------------
Afghanistan 93 $1.1300 Chad 235 $1.0400 Grenada 809 $0.5690
- ---------------------------------------------------------------------------------------------------
Albania 355 $0.4180 Chile 56 $0.3000 Guadeloupa 590 $0.4600
- ---------------------------------------------------------------------------------------------------
Algeria 213 $0.4180 China 86 $0.6490 Guam 671 $0.1840
- ---------------------------------------------------------------------------------------------------
Am. Samoa 684 $0.4640 Christmas/Co 672 $0.3650 Guantanamo 53 $0.5250
- ---------------------------------------------------------------------------------------------------
Andorra 376 $0.2890 Colombia 57 $0.4790 Guatemala 502 $0.4090
- ---------------------------------------------------------------------------------------------------
Angola 244 $0.4380 Comoros 269 $0.8600 Guinea 224 $0.7090
- ---------------------------------------------------------------------------------------------------
Anguilla 809 $0.5290 Congo 242 $0.8000 Guinea Bis 245 $1.0450
- ---------------------------------------------------------------------------------------------------
Antartic CA 672 $0.3750 Cook Isl 682 $1.0435 Guyana 592 $0.7890
- ---------------------------------------------------------------------------------------------------
Antartic SC 672 $0.3750 Costa Rica 506 $0.4600 Haiti 509 $0.5790
- ---------------------------------------------------------------------------------------------------
Antigua 268 $0.5350 Croatia 385 $0.3775 Honduras 504 $0.5350
- ---------------------------------------------------------------------------------------------------
Argentina 54 $0.5000 Cuba 53 $0.6400 Hong K. 172 852 $0.3850
- ---------------------------------------------------------------------------------------------------
Armenia 374 $0.6300 Cyprus 357 $0.3900 Hong Kong 852 $0.2690
- ---------------------------------------------------------------------------------------------------
Aruba 297 $0.3800 Czech Rep. 420 $0.2900 Hungary 36 $0.2490
- ---------------------------------------------------------------------------------------------------
Ascension 247 $0.8000 Denmark 45 $0.1650 Iceland 354 $0.3000
- ---------------------------------------------------------------------------------------------------
Australia 61 $0.1550 Diego Gar. 246 $0.7300 IMarsat-AE 871 $4.5500
- ---------------------------------------------------------------------------------------------------
Austria 43 $0.2330 Djibouti 253 $0.8340 IMarsat-AW 874 $4.5500
- ---------------------------------------------------------------------------------------------------
Azerbaijan 994 $0.5170 Dominics 809 $0.5700 IMarsat-1O 873 $4.5500
- ---------------------------------------------------------------------------------------------------
Bahamas 809 $0.2500 Dominican Re 809 $0.2890 IMarsat-PO 872 $4.5500
- ---------------------------------------------------------------------------------------------------
Bahrain 973 $0.6950 Ecuador 593 $0.4590 India 91 $0.7490
- ---------------------------------------------------------------------------------------------------
Bangladesh 880 $0.9450 Egypt 20 $0.7350 Indonesia 62 $0.6275
- ---------------------------------------------------------------------------------------------------
Barbados 246 $0.5300 El Salvador 503 $0.4490 Iran 98 $0.8190
- ---------------------------------------------------------------------------------------------------
Belarus 375 $0.3800 Eq. Guinea 240 $1.0200 Iraq 964 $0.8990
- ---------------------------------------------------------------------------------------------------
Belgium 32 $0.1870 Eritrea 291 $1.0480 Ireland 353 $0.1790
- ---------------------------------------------------------------------------------------------------
Belize 501 $0.6670 Estonia 372 $0.2950 Isreal 972 $0.3275
- ---------------------------------------------------------------------------------------------------
Benin 229 $0.5850 Ethiopia 251 $0.9500 Italy 39 $0.2450
- ---------------------------------------------------------------------------------------------------
Bermuda 441 $0.2780 Faeroe Isl 298 $0.3050 Ivory Coast 225 $0.9850
- ---------------------------------------------------------------------------------------------------
Bhutan 975 $0.7600 Falkland 500 $0.8650 Jamaica 809 $0.5850
- ---------------------------------------------------------------------------------------------------
Bolivia 591 $0.6450 Fiji Isl 679 $0.8750 Japan 81 $0.2550
- ---------------------------------------------------------------------------------------------------
Bosnia 387 $0.4390 Finland 358 $0.1730 Jordan 962 $0.7560
- ---------------------------------------------------------------------------------------------------
Botswana 267 $0.4200 France 33 $.01890 Kazakhstan 7336 $0.6290
- ---------------------------------------------------------------------------------------------------
Brazil 55 $0.4500 Fre. Antille 596 $0.4690 Kenya 254 $0.7290-
- ---------------------------------------------------------------------------------------------------
British VI 809 $0.3690 Fre. Guiana 594 $0.4900 Kiribati 686 $0.7490
- ---------------------------------------------------------------------------------------------------
Brunei 673 $0.4850 Fre. Polyns 689 $0.6175 Korea N 850 $0.6550
- ---------------------------------------------------------------------------------------------------
Bulgaria 359 $0.3490 Gabon 241 $0.7890 Korea S 82 $0.3790
- ---------------------------------------------------------------------------------------------------
</TABLE>

Lebanon 961 $0.7690 Pakistan 92 $0.9225
- -------------------------------------------------------------------
Lesotho 266 $0.5090 Palau 680 $0.7890
- -------------------------------------------------------------------
Liberia 231 $0.5300 Panama 507 $0.6150
- -------------------------------------------------------------------
Libya 218 $0.4700 Papua NG 675 $0.5150
- -------------------------------------------------------------------
Lichtenstan 41 $0.1940 Paraguay 595 $0.6490
- -------------------------------------------------------------------
Lithuania 370 $0.4090 Peru 51 $0.6090
- -------------------------------------------------------------------
Luxemburg 352 $0.2090 Philippines 63 $0.4690
- -------------------------------------------------------------------
Macao 853 $0.5150 Poland 48 $0.3100
- -------------------------------------------------------------------
Macedonia 389 $0.4090 Portugal 351 $0.3275
- -------------------------------------------------------------------
Madagascar 261 $0.6780 Oatar 974 $0.8000
- -------------------------------------------------------------------
Malawi 265 $0.4650 Reunion Isl. 202 $0.6290
- -------------------------------------------------------------------
Malaysia 60 $0.3150 Romania 40 $0.4090
- -------------------------------------------------------------------
Maldivas 960 $0.7290 Russia 7 $0.4425
- -------------------------------------------------------------------
Mali 223 $0.8400 Rwanda 250 $0.8790
- -------------------------------------------------------------------
Malta 356 $0.3050 Saipan 670 $0.4350
- -------------------------------------------------------------------
Marshal Isl 692 $0.4940 San Marino 378 $0.4200
- -------------------------------------------------------------------
Mauritania 222 $0.6450 Saotome 239 $1.0390
- -------------------------------------------------------------------
Mauritius 230 $0.6400 Saudi Arab 966 $0.7590
- -------------------------------------------------------------------
Mayotte Isl 269 $0.6140 Senegal 221 $1.0800
- -------------------------------------------------------------------
Micromesia 691 $0.6975 Seychelles 248 $0.9490
- -------------------------------------------------------------------
Moldova 373 $0.4890 Siera Leo 232 $0.7890
- -------------------------------------------------------------------
Monaco 33 $0.2340 Singapore 65 $0.3150
- -------------------------------------------------------------------
Mongolia 976 $0.9650 Slovakia 421 $0.2990
- -------------------------------------------------------------------
Montserrat 809 $0.5950 Slovenia 386 $0.2050
- -------------------------------------------------------------------
Morocco 212 $0.3990 Solomon Isl 677 $0.8390
- -------------------------------------------------------------------
Mozambique 258 $0.5450 Somalia 252 $0.9390
- -------------------------------------------------------------------
Myanmar 95 $1.0800 South Africa 27 $0.4950
- -------------------------------------------------------------------
Nambia 264 $0.5050 Spain 34 $0.3090
- -------------------------------------------------------------------
Nauru 674 $0.7350 Sri Lanka 94 $0.8890
- -------------------------------------------------------------------
Nepol 977 $0.7900 St. Kitts/Nevis 809 $0.5090
- -------------------------------------------------------------------
Nether Antille 599 $0.3700 St. Helena 290 $0.7625
- -------------------------------------------------------------------
Netherland 31 $0.1730 St. Lucia 809 $0.5400
- -------------------------------------------------------------------
New Caledon 687 $0.6275 St. Pierre 508 $0.3550
- -------------------------------------------------------------------
New Zealand 64 $0.1950 St. Vincent 809 $0.5790
- -------------------------------------------------------------------
Nicaragua 505 $0.5830 Sudan 249 $0.5125
- -------------------------------------------------------------------
Niger 227 $0.7790 Suriname 597 $0.9700
- -------------------------------------------------------------------
Nigeria 234 $0.7200 Swaziland 268 $0.3390
- -------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Country CCode Rate/min Country CCode Rate/min
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Burkina FS 226 $0.5890 Gambia 220 $0,5750
- ---------------------------------------------------------------------
Burundi 251 $0.6450 Georgia 995 $0.5980
- ---------------------------------------------------------------------
Cambodia 855 $1.0390 Germany 49 $0.1530
- ---------------------------------------------------------------------
Cameroon 237 $0.7700 Ghana 233 $0.5800
- ---------------------------------------------------------------------
Tajikistan 7 $0.5490
- ---------------------------------------------------------------------
Tanzania 255 $0:6350 Mex Band 1 52 $0.1870
- ---------------------------------------------------------------------
Thailand 66 $0.5800 Mex Band 2 52 $0.2190
- ---------------------------------------------------------------------
Togo 228 $0.7800 Mex Band 3 52 $0.2950
- ---------------------------------------------------------------------
Tonga 676 $0.8890 Max Band 4 52 $0.3390
- ---------------------------------------------------------------------
Trinidad 809 $0.6090 Mex Band 5 52 $0.3390
- ---------------------------------------------------------------------
Tunisia 216 $0.4590 Max Band 6 52 $0.3390
- ---------------------------------------------------------------------
Turkey 90 $0.4225 Max Band 7 52 $0.3390
- ---------------------------------------------------------------------
Turkmenist 7 $0.5990 Mex Band 8 52 $0.3390
- ---------------------------------------------------------------------
Turks Isl 809 $0.5290 Mexico City 52 $0.3390
- ---------------------------------------------------------------------
Tuvalu 688 $0.8050
- ----------------------------------
Uganda 256 $0.5350
- ----------------------------------
Ukraine 380 $0.3990
- ----------------------------------
United Arab E 971 $0.5050
- ----------------------------------
United Kingdo 44 $0.1100
- ----------------------------------
Uruguay 596 $0.6200
- ----------------------------------
Uzbekistan 7 $0.6050
- ----------------------------------
Vanuatu 678 $0.7020
- ----------------------------------
Vatican 39 $0.3090
- ----------------------------------
Venezuela 58 $0.3790
- ----------------------------------
Viet Nam 84 $0.9800
- ----------------------------------
W. Samoa 665 $0.5950
- ----------------------------------
Wallis 661 $0.3625
- ----------------------------------
Yemen Dem. 967 $0.7050
- ----------------------------------
Yugoslavia 381 $0.4090
- ----------------------------------
Zaire 243 $0.6250
- ----------------------------------
Zambia 260 $0.7490
- ----------------------------------
Zimbabwe 2631 $0.4150
- ----------------------------------
</TABLE>

<TABLE>
<CAPTION>
Country CCode Rate/min Country CCode Rate/min Country CCode Rate/min
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kuwait 965 $0.7650 Niue 683 $0.9490 Sweden 46 $0.1250
- -----------------------------------------------------------------------------------------------
Kyrgystan 7331 $0.6160 Norfolk Isl 672 $0.5075 Switzerland 41 $0.1940
- -----------------------------------------------------------------------------------------------
Laos 856 $0.7890 Norway 47 $0.1630 Syria 963 $0.6790
- -----------------------------------------------------------------------------------------------
Latvia 371 $0.3640 Oman 968 $0.8950 Taiwan 886 $0.4490
- -----------------------------------------------------------------------------------------------
Argentina 53 $0.4200
- -------------------------------
Belgium 30 $0.1870
- -------------------------------
Colombia 56 $0.2270
- -------------------------------
Colombia 53 $0.3650
- -------------------------------
Finland 349 $0.1730
- -------------------------------
India 80 $0.7000
- -------------------------------
India 47 $0.7490
- -------------------------------
Portugal 260 $0.3275
- -------------------------------
Russia -88 $0.4150
- -------------------------------
</TABLE>
<PAGE>

Cameron Communications Service Agreement

Pass Through Charges

1-800 Inbound Services Charges

MONTHLY CHARGES

Monthly database maintenance charge $1.25 per number

ONE TIME CHARGES

Number reservation/actvivation $6.25 per number

Customized routing feature (New or changes
to existing service: e.g. call blocking,
limited origination, etc, etc.) $6.25 per number

Complex routing (New or changes to existing
service e.g. NPA/NNX routing, time-of-day $31.50 per hour
routing,etc.etc.) $12.50 minimum/no.

Database searches $6.25 per number

Emergency Resp Org change charges $43.75 per number

Over night delivery charges $12.50 per package

CDR delivery via tape on diskette $312.50 monthly

Directory Assistance (USA) $0.60 per call

Directory Assistance (Canadian) $0.65 per call

All other charges that my develop e.g.
Payphone charges; Local number portability; etc.etc. At cost

<PAGE>

EXHIBIT 10.16

OMNIBUS AGREEMENT

This Omnibus Agreement ("Agreement") is made and entered into as of
September 7, 1999, by and among US Unwired Inc., a Louisiana corporation
("Unwired"), EATELCORP, Inc., a Louisiana corporation ("EATEL"), Fort Bend
Telephone Company, a Texas corporation ("Fort Bend"), XIT Leasing, Inc., a
Texas corporation ("XIT"), Wireless Management Corporation, a Louisiana
corporation ("Wireless") , Meretel Communications Limited Partnership, a
Louisiana partnership in commendam ("Meretel") and Meretel Wireless, Inc., a
Louisiana corporation ("MI"). Unwired, EATEL and Ford Bend are sometimes
collectively referred to as the "Partners", the Partners and XIT are
collectively referred to as the "Meretel Partners" and the parties hereto are
collectively referred to as the "Parties".

RECITALS
--------

WHEREAS, the Meretel Partners and MI are all the limited partners of
Meretel, and Wireless is the sole general partner of Meretel; and

WHEREAS, the Partners or their respective subsidiaries and/or affiliates
are the three shareholders of Wireless; and

WHEREAS, Meretel is party to that certain agreement dated as of June 8,
1998 (the "Meretel/Sprint Agreement") with Sprint Spectrum, L.P. and SprintCom,
Inc. ("Sprint") pursuant to which Meretel provides broadband personal
communications service ("PCS") services and products utilizing spectrum owned by
Sprint in five Basic Trading Areas ("BTAs"), including the Beaumont BTA and the
Lufkin BTA; and

WHEREAS, Unwired or affiliates controlled by Unwired are parties to one or
more agreements with Sprint (the "Unwired/Sprint Agreements") pursuant to which
Unwired or such affiliates provide or will provide PCS services and products
utilizing spectrum owned by Sprint in various BTAs in Alabama, Arkansas,
Florida, Louisiana, Mississippi, Oklahoma, Tennessee and Texas, including the
Biloxi/Gulfport BTA; and

WHEREAS, the Parties desire to enter into this Agreement to memorialize the
oral agreements which have been reached among them concerning the matters set
forth below and to further agree to expeditiously undertake their reasonable
best efforts to consummate the transactions contemplated hereby.
<PAGE>

NOW THEREFORE, in consideration of the benefits to be derived hereby, the
Parties do hereby agree as follows:

Section 1. Recitals. The Recitals set forth hereinabove are incorporated
--------
herein.

Section 2. Mutual Representations and Warranties. Each Party represents
-------------------------------------
and warrants to each of the other Parties that:

(a) Organization; Qualification. It is a business corporation,
---------------------------
or limited partnership in the case of Meretel, duly organized and validly
existing under the law of the state of its organization, has all requisite legal
power to enter into this Agreement, has all requisite power and authority to own
and lease its property and to carry on its business as currently being conducted
and is qualified and in good standing wherever the failure to so qualify would
have a material adverse effect on its financial condition, results of
operations, business or prospects.

(b) Corporate Authorization; No Conflicts. All acts required of it
-------------------------------------
for the due and valid authorization, execution, delivery and performance of this
Agreement and consummation of the transactions contemplated hereby have been
validly taken. This Agreement is its binding obligation, enforceable in
accordance with its terms, except to the extent limited by bankruptcy and other
similar laws and court decisions affecting the enforcement of creditors' rights
generally and by general equitable principles. Neither the execution, delivery
or performance of this Agreement nor the consummation of the transactions
contemplated hereby will (i) (A) violate, conflict with, or breach any
provisions of, (B) constitute, or with notice or lapse of time or both would
constitute, a default under, (C) result in the termination of or accelerate the
performance required by, or (D) result in the creation of any encumbrance upon
any of its material assets under, (x) its articles of incorporation or
partnership, by-laws or, (y) assuming the consents contemplated hereby are
obtained, any material instrument to or by which it or any material portion of
its assets is bound; or (ii) violate any order, writ, injunction, decree,
statute, rule or regulation of any governmental body applicable to it or any
material portion of its assets.

Section 3. Contributions, Distributions and Other Transfers. The
------------------------------------------------
Parties agree to do or cause to be done the following actions to be effective as
of the Closing (as defined in Section 9) or such earlier date as provided in
this Agreement:

(a) (i) transfer the Biloxi/Gulfport BTA, free of any liens,
encumbrances or restrictions, from the applicable Unwired/Sprint Agreement to
the

2
<PAGE>

Meretel/Sprint Agreement and (ii) transfer the Beaumont and Lufkin BTAs, free of
any liens, encumbrances or restrictions, from the Meretel/Sprint Agreement to
the applicable Agreement between Newco (as defined in the next sentence) and
Sprint. "Newco" means a general partnership to be organized on or prior to the
Closing and to be managed by Unwired or its affiliate and owned 80% by Unwired
or its affiliate, 15% by Fort Bend or its affiliate and 5% by XIT or its
affiliate, pursuant to the terms of an agreement, including the related
contribution agreement (the "Newco Agreement") substantially in the form
attached hereto as Exhibit A. Upon the Closing, the Newco Agreement will be
executed.

(b) (i) Meretel has entered into that certain Asset Purchase
Agreement dated April 7, 1999, as amended, (the "Asset Purchase Agreement") with
Pinnacle Towers, Inc. ("Pinnacle") pursuant to which it has agreed to sell to
Pinnacle, and Pinnacle has agreed to purchase from Meretel, 73 towers and the
related tower sites and assets described therein; and upon consummation of the
respective sales of the towers thereunder, Pinnacle has, for the sales completed
prior to the date hereof, and will, for the sales not yet completed, lease back
to Meretel such towers, all pursuant to the terms and provisions of the Asset
Purchase Agreement. At the Closing, Meretel will either (i) transfer to Unwired,
Fort Bend and XIT (by distribution pursuant to the BL PCS Customer Agreement
referenced below in Section 3(d)), which will in turn contribute to Newco
pursuant to the terms of the Newco Agreement, or (ii) if the transactions
contemplated by clause (i) are not able to be accomplished directly or
indirectly, sublease to Newco, its rights under the Master Tower Lease (as such
term is defined in the Asset Purchase Agreement) with respect to the towers
located or to be located in the Beaumont and Lufkin BTAs, and Newco will assume
all obligations with respect thereto under the Master Tower Lease. The Parties
agree to use their reasonable best efforts to obtain, prior to the Closing,
Pinnacle's approval of the transfer or sublease.

(ii) If for any reason Pinnacle does not purchase all of the
towers owned by Meretel in the Beaumont and Lufkin BTAs, Meretel and Newco will
make appropriate arrangements for the use by Newco of such unsold towers and the
compensation to Meretel for such use.

(c) Meretel and the Meretel Partners have negotiated the transfer
(a portion of which may be a capital contribution) to Meretel, as of August 1,
1998, by Unwired of its PCS customers and related assets located in the Baton
Rouge, Lafayette and Beaumont BTAs pursuant to the terms of the agreement (the
"Unwired PCS Customer Agreement") attached hereto as Exhibit B. Simultaneous
with the

3
<PAGE>

execution of this Agreement, the Unwired PCS Customer Agreement will be
executed.

(d) (i) Meretel and the Meretel Partners have negotiated the
distribution by Meretel to Unwired, Fort Bend and XIT of Meretel's PCS customers
and related assets located in the Beaumont and Lufkin BTAs pursuant to the terms
of the agreement (the "BL PCS Customer Agreement") attached hereto as Exhibit C,
and Unwired, Fort Bend and XIT have negotiated the contribution by Unwired, Fort
Bend and XIT of their respective resulting interests in such assets to Newco
pursuant to the Newco Agreement. Upon the Closing, the BL PCS Customer Agreement
will be executed.

(ii) Prior to the Closing, the conversion of Meretel's
customers in the Beaumont BTAs from its current switch located in Baton Rouge to
Unwired's Shreveport switch will be permitted by Meretel, provided that (A) all
of Meretel's direct out of pocket expenses in facilitating such conversion shall
be reimbursed by Unwired (and Unwired will be reimbursed by Newco if the Closing
occurs), (B) if the Closing does not occur for any reason, the conversion shall
be promptly reversed and all direct out of pocket expenses of Meretel to effect
such reversal shall be paid by Unwired, (C) Meretel shall be permitted to use
Unwired's Shreveport switch for the applicable period at no cost to Meretel and
(D) Unwired will cooperate with Meretel to assure no disruption to Meretel's
customers will result from the conversion contemplated hereby.

(e) Meretel and the Meretel Partners have negotiated the
contribution to Meretel by EATEL, as a capital contribution by EATEL to Meretel,
of EATEL's PCS customers and related assets located in the Baton Rouge and
Lafayette BTAs pursuant to the terms of the agreement (the "EATEL PCS Customer
Agreement") attached hereto as Exhibit D. Upon the Closing, the EATEL PCS
Customer Agreement will be executed, and the resale agreement between Meretel
and EATEL's affiliate will be terminated.

Section 4. Changes in Meretel and Wireless.
-------------------------------

(a) At the Closing, Wireless, the Meretel Partners and MI shall
execute or cause to be executed, or authorize or cause to be authorized, as the
case may be, Articles of Amendment to the Articles of Incorporation of Wireless,
Amended and Restated Bylaws of Wireless and Fourth Amendment to the Articles of
Partnership of Meretel, in the forms of Exhibits E, F and G, hereto.

4
<PAGE>

(b) At the Closing, a non-compete agreement, in the form attached
hereto as Exhibit H, for Beaumont and Lufkin will be entered into by Newco,
Wireless, Meretel and EATEL.

(c) (i) Pursuant to resolutions duly adopted by the Board of
Directors of Wireless, with Unwired voting against such resolutions but, subject
to Section 4(c)(vi), such negative vote in no way affecting the effectiveness
and validity of such resolutions, the management activities of Meretel currently
being performed by Unwired shall be undertaken on a date as soon as reasonably
possible as follows and the management activities by Unwired on behalf of
Meretel shall thereupon cease: (A) Fort Bend will perform finance and accounting
functions; (B) EATEL will perform various other functions, including without
limitation, network design and management; (C) a full-time, Meretel-focused
Chief Operating Officer has been hired to lead the management effort, including
the services out-sourced to affiliates; and (D) the Chief Operating Officer and
his/her direct staff will be accountable to the Wireless Board of Directors.

(ii) Commencing on the date hereof and continuing through
such date as the management activities of Unwired ceases as contemplated by
Section 4(c)(i), Wireless shall direct, and Unwired, Fort Bend and EATEL shall
cooperate in, the planning for and implementation of a smooth and orderly
transition of such management activities, and the Parties shall take such steps
as are necessary and appropriate to assure the transition minimizes any
imposition on or disruption to Sprint and the customers serviced by or through
Meretel.

(iii) If the foregoing management transition has not been
completed on or before the Closing, for reasons other than Unwired's failure to
timely cooperate in good faith in the transition, Unwired and Wireless will
renegotiate in good faith the management fee for Unwired to remain as manager
for services other than those covered by Exhibit I, in accordance with Section
4(c)(v). If Wireless and Unwired cannot reach an agreement in 30 days with
regard to the new management fee therefor, then Unwired's management activity
with respect thereto will terminate on a date to be specified in a written
notice by Unwired or Wireless to the other of them, such date to be not less
than 30 days after the delivery of such notice.

(iv) Unwired agrees to fully cooperate with any and all
reasonable transition requirements and time frames to satisfy Sprint's
requirements, and Meretel's desired direction, and to maintain customer loyalty
to Meretel.

5
<PAGE>

(v) Meretel agrees to compensate Unwired for transitional
(or longer, should Meretel and Unwired agree) services performed, e.g., billing
and customer care of "ChatPack" pre-pay platform, on terms and rates set forth
on Exhibit I, and to discontinue the use of the ChatPack name by no later than
December 31, 1999.

(vi) Pending the Closing and the management transition
contemplated hereby, Unwired agrees that with respect to handset inventory and
advertising, it will not accumulate inventory or increase advertising activities
or expense in any of Meretel's BTAs on the BTAs covered of the Unwired PCS
Customer Agreement, including without limitation the Beaumont and Lufkin BTAs,
beyond what is reasonably required for operation of Meretel's business in the
ordinary course.

(vii) If the Closing under this Agreement does not occur, the
rights of the Parties with respect to the management of Meretel or otherwise
shall be the same as if this Agreement were never entered into and no action or
inaction by any Party in furtherance of this Agreement shall affect the rights
of the Parties relative to the management of Meretel or otherwise, all such
rights being reserved.

(d) Branding in Meretel's BTAs shall be subject to Sprint's
approval. A reasonable and mutually acceptable transition plan for EATEL's
resale PCS customers to be contributed by it to Meretel pursuant to Section 3(e)
shall be provided.

(e) To the extent permitted by Sprint, EATEL shall be permitted to
be a "related bundler" per Sprint definition (e.g., EATEL sells Sprint PCS under
agency arrangements with Meretel and Unwired and/or Unwired's affiliates, as the
case may be) with respect to all BTAs which are covered by the Meretel/Sprint
Agreement and the Unwired/Sprint Agreements, respectively, except the Lake
Charles BTA, and shall be permitted to package the Sprint PCS product in the
EATEL bill in all such BTAs other than the Lake Charles BTA. Unwired shall be
permitted to be a "related bundler" in all Meretel BTAs. The respective "related
bundling" agreements shall be mutually acceptable to the Parties.

Section 5. Approvals and Communications.
----------------------------

(a) The Parties shall obtain all necessary approvals and consents
from their respective controlled affiliates, and shall use their reasonable best
efforts to obtain all necessary approvals and consents from Sprint, Pinnacle,
CoBank and the

6
<PAGE>

other lenders of Meretel, and the other guarantors of the related loan
agreements, including without limitation, Lucent Technologies, Inc., to the
transfers, contributions, distributions and other matters contemplated hereby.
In connection therewith, the Parties shall undertake their reasonable best faith
efforts to amend or cause to be amended the various agreements with Sprint,
Pinnacle, CoBank and such other persons as are necessary to the consummation of
the transfers, contributions, distributions and other matters contemplated
hereby in accordance with the terms hereof.

(b) The Parties agree that all communications with Sprint, Pinnacle,
CoBank and the other persons referenced herein shall be consistent with the
transactions contemplated hereby and agree to keep each other fully informed of
all communications with such parties concerning the matters which are the
subject of this Agreement.

Section 6. Adjustments in Meretel Percentage Interests.
-------------------------------------------

(a) At the Closing, each Meretel Partner's percentage interest in
Meretel will be adjusted to its Final Percentage Interest, as defined and
determined below, and the Articles of Partnership of Meretel will be amended
pursuant to Exhibit G hereof to reflect its Final Percentage Interest. The
percentage interest of Wireless in Meretel will remain the same, i.e., 2%, but
the ownership interest of the affiliates of the Partners in Wireless will be
adjusted at the Closing as provided in Section 8(e).

(b) A Meretel Partner's Final Percentage Interest is the percentage
determined by (i)(A) subtracting from its Original Meretel Equity Value its
Newco Equity Value, (B) adding in the case of EATEL, the EATEL Contribution
Amount, and in the case of Unwired, $1,500,000 of the Unwired Price (the
"Unwired Contribution Amount") and (C) adding or subtracting, as the case may
be, its Switch Adjustment, (ii) dividing the result by the sum of clause (i) for
each Meretel Partner, and (iii) subtracting from the result of clause (ii) 0.8%
from EATEL and Fort Bend and 0.4% from Unwired.

A Meretel Partner's Original Meretel Equity Value is a dollar amount equal
to its percentage interest in Meretel, directly and, in the case of each of the
Partners, through the stock ownership in Wireless of its affiliate, multiplied
by the Total Meretel Equity Value. For purposes of this Agreement, each Meretel
Partner's percentage interest as of the date hereof (which includes its indirect
percentage interest by virtue of its affiliate's ownership of shares of
Wireless) is as follows:

7
<PAGE>

Unwired 31.25%
Fort Bend 31.25%
EATEL 31.25%
XIT 6.25%

The Total Meretel Equity Value is $83,191,000 minus Closing Meretel Debt.

Closing Meretel Debt is the actual amount of Meretel's debt at the Closing
minus that portion of the Final Purchase Price under the Asset Purchase
Agreement, as adjusted to reflect the exclusion by Pinnacle of any towers
therefrom, ("the Tower Price") not applied to Meretel's debt by the Closing.

A Meretel Partner's Newco Equity Value is a dollar amount equal to its
percentage interest in Newco multiplied by the Total Newco Equity Value.
Unwired's percentage interest in Newco is 80%, Fort Bend's percentage interest
is 15%, XIT's percentage interest is 5% and EATEL's percentage interest is 0%.

The Total Newco Equity Value is $24,125,390 minus 29% of Closing Meretel
Debt.

The Switch Adjustment for each Meretel Partner is:

Fort Bend ($ 36,808)
Unwired $ 103,626
EATEL ($ 62,715)
XIT ($ 4,101)

The Unwired Price is the Consideration specified in the Unwired PCS
Customer Agreement.

The EATEL Contribution Amount is the Consideration specified in the EATEL
PCS Customer Agreement.

(c) The Parties agree that the exact Tower Price, EATEL Contribution
Amount and Closing Meretel Debt may not have been finally determined by the
Closing, in which case the Parties will make a good faith estimate of the
applicable amounts and will use those estimates to make the adjustments provided
above. The Parties further agree that once all final amounts are determined,
they will reapply the foregoing methodology to determine each Meretel Partner's
Final Percentage Interest and make such further amendments to the Meretel
Articles of Partnership as may be

8
<PAGE>

necessary to reflect such Final Percentage Interest, to be effective as of the
Closing. As of the date hereof, the Meretel Partners estimate that the Final
Percentage Interest of each of the Meretel Partners and Wireless in Meretel will
be as follows:

Unwired 13.28%
Fort Bend 27.72%
EATEL 51.88%
XIT 5.12%
Wireless 2.00%

(d) In connection with the foregoing adjustments, the guaranties of
Unwired, Fort Bend, EATEL and XIT in favor of CoBank with respect to Meretel's
loan obligations to CoBank shall be amended to reflect their respective Final
Percentage Interests, to be effective as of the Closing.

Section 7. Mutual Release. The Parties hereto agree to execute a mutual
--------------
release, in the form attached hereto as Exhibit J, of the claims that the
Parties may have against one another as specified therein.

Section 8. Additional Covenants. Each party covenants and agrees with the
--------------------
other Parties as follows:

(a) It will cooperate with the other and use its reasonable best
efforts to satisfy all requirements of law for, and all conditions herein to,
the consummation of the transactions contemplated hereby, and to effect the
transactions at the earliest practicable date.

(b) It will not cause or permit a breach of any of its covenants or
cause or permit any representation or warranty of it to become untrue, as if
each such representation and warranty were continuously made from the date
hereof.

(d) At the Closing, Unwired will contribute the Unwired
Contribution.

(e) At the Closing, Unwired will cause its affiliate to transfer to
Wireless for cancellation 13,333 1/3 shares of the stock of Wireless and
Wireless shall issue to each of Fort Bend and Eatel (or its affiliate) 6,666 2/3
shares of Common Stock of Wireless of the same class as is held by it on the
date of this Agreement.

9
<PAGE>

Section 9. Closing; Effectiveness. A Closing (the "Closing") of the
----------------------
transactions contemplated hereby shall be held at 10:00 a.m., Central Standard
Time, in October, 1999, on the third business day after the consents
contemplated hereby are obtained, to be held at the offices of Chamberlain,
Hrdlicka, White, Williams & Martin, 1200 Smith St., 14th Floor, Houston, Texas,
or at such other time and place as the Parties shall mutually agree. At the
Closing,

(a) The transfers contemplated by Section 3 (a) shall be executed
and become effective.

(b) The transfer or sublease contemplated by Section 3(b) shall be
executed and become effective.

(d) The EATEL PCS Customer Agreement shall be executed.

(e) The changes in Meretel and Wireless contemplated by Section 4,
other than the management transition of Wireless already undertaken as provided
herein, shall be authorized and executed and shall become effective.

(f) The adjustments contemplated by Section 6 shall be made and
become effective.

(g) The mutual release contemplated by Section 7 shall be executed
and become effective.

(h) The contributions, stock transfer and stock issuances
contemplated by Section 8 shall be made.

(i) Each Party shall execute and deliver to each requesting Party
such other instruments, consistent with the terms of this Agreement, as the
requesting Party shall reasonably request in order to effect or evidence the
transactions contemplated hereby or the satisfaction of the conditions herein to
consummation of such transactions.

(j) The Newco Agreement shall be executed.

(k) The agreement relating to the compensation to Unwired for
transitional services contemplated by Section 4(c)(v) shall be executed.

10
<PAGE>

The Parties agree that the transfers, changes and other matters
contemplated by this Agreement are interrelated and, other than the management
transition of Wireless already underway, the switch conversion contemplated by
Section 3(d)(ii) and the Unwired PCS Customer Agreement, the effectiveness
thereof should occur at the same time. Accordingly, the Parties agree to use
their reasonable best efforts so that all the remaining transactions
contemplated hereby are consummated no later than October 31, 1999, subject to
the adjustments contemplated by Section 6(d).

Section 10. Counterpart Execution. The Parties agree that this
---------------------
Agreement may be executed in multiple counterparts, each of which shall be
considered a single instrument.

Section 11. Expenses. Except as to the fees of Price Waterhouse Coopers
--------
for its evaluation services under a previously executed engagement letter which
shall be shared equally by the Partners, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the Party incurring such costs and expenses, whether or not the Closing
shall have occurred.

Section 12. Notices. All notices, requests, claims, demands and other
-------
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by telecopy (confirmed by telephone within 24 hours
following receipt thereof), or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties at the following addresses
(or at such other address for a Party as shall be specified in a notice given in
according with this Section 12):

(a) if to Unwired: Attention: Thomas G. Henning
One Lakeshore Drive
Suite 1900
Lake Charles, Louisiana 70629
Telephone: (318) 436-9000
Telecopy: (318) 497-3479

(b) if to Fort Bend: Attention: George V. Head
2012 Avenue G
Rosenberg, Texas 77471
Telephone: (281) 396-5796
Telecopy: (281) 391-5836

11
<PAGE>

(c) if to EATEL: Attention: John D. Scanlan
913 Burnside Avenue
Gonzales, Louisiana 70737
Telephone: (225) 621-4227
Telecopy: (225) 644-8566

(d) if to XIT: Attention: Gilbert Rasco
314 W. Texas Street
Brazoria, Texas 77422
Telephone: (409) 798-2121
Telecopy: (409) 798-3005

(e) if to Wireless: To each of Unwired, Fort Bend and EATEL at
the addresses, and to the attention of the
persons, set forth in clauses (a), (b) and
(c) above.

(f) if to MI: To EATEL, at the address provided in clause
(c), above, attention John D. Scanlan.

Section 13. Public Announcements. No Party to this Agreement shall
--------------------
make, or cause to be made, any press release or public announcement in respect
of this Agreement or the transactions contemplated hereby or otherwise
communicate with any news media with respect thereto without prior notification
to the other Parties, and no Party shall use any other Party's name in any such
release or announcement without such Party's prior written consent, except that
a Party (a) may make reference to this Agreement and the transactions
contemplated hereby, or (b) if required by law or applicable regulation and
after prior notification and an opportunity for the affected Party to be heard,
may make reference to another Party, in any offering memorandum or filing with
the Securities and Exchange Commission related to the offering of securities by
such disclosing Party or to its reporting obligations under the Securities
Exchange Act of 1934.

Section 14. Headings; Construction. The descriptive headings contained
----------------------
in this Agreement are for convenience of reference only and shall not affect in
any way

12
<PAGE>

the meaning or interpretation of this Agreement. The provisions of this
Agreement were negotiated by the Parties hereto and this Agreement shall be
deemed to have been drafted by all the Parties hereto.

Section 15. Entire Agreement. This Agreement constitutes the entire
----------------
agreement of the Parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between
the parties with respect to the subject matter hereof.

Section 16. Amendment. This Agreement, including the Exhibits hereto,
---------
which are incorporated herein, may not be amended or modified except by an
instrument in writing signed by, or on behalf of, the Parties hereto.

Section 17. Governing Law. This Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Louisiana, applicable to
contracts executed in and to be performed entirely within that state.

Section 18. Waivers; Consents. Failure by a party to enforce any right
-----------------
hereunder is not a waiver of such right unless it is an express written waiver
executed by its chief executive officer or a person designated in writing by its
chief executive officer. Waiver of any one right is not a waiver of any other
right or of any continuation of the violation waived, and a consent to an action
or inaction is not a consent to any other action or inaction, including an
action or inaction that was the same as the action or inaction to which consent
was given.

Section 19. Parties in Interest. This Agreement shall bind and inure to
-------------------
the benefit of the Parties and their respective successors and assigns, except
that no Party may transfer or assign it without each other Party's prior
consent, including any transfer or assignment by operation of law. Nothing
herein shall be construed to give anyone other than the Parties any rights,
except as expressly provided for herein.

Section 20. Conflict Between this Agreement and the Exhibits. In the
------------------------------------------------
event of a conflict between any of the terms set forth in this Agreement and the
terms set forth in any Exhibit hereto, the terms of the Exhibit shall prevail.

Section 21. Approval By the Meretel Partners, Wireless and MI. By their
-------------------------------------------------
respective execution of this Agreement, each of the Meretel Partners, Wireless
and MI do hereby consent to and authorize the amendments to the Articles of
Partnership of Meretel contemplated hereby and the transfers, contributions,
distributions and other transactions contemplated hereby to which Meretel is a
party, and no further

13
<PAGE>

action or authorization shall be necessary or required by any of them in order
to consummate the same.

Section 22. Intended Tax Consequences. The parties intend that the
-------------------------
transfers, contributions, distributions and other transactions contemplated by
this Agreement shall be treated as tax free transactions to the extent permitted
and available under the Internal Revenue Code.

WHEREFORE, the Parties have executed this Agreement as of the date first
set forth hereinabove by their respective undersigned duly authorized officers.

US Unwired Inc.

By: /s/ Thomas A. Henning
---------------------------------
Name: THOMAS A. HENNING
-------------------------------
Title: SECRETARY
------------------------------

Fort Bend Telephone Company

By: /s/ George V. Head
---------------------------------
Name: GEORGE V. HEAD
-------------------------------
Title: PRESIDENT AND CEO
-----------------------------

EATELCORP, INC.

By: /s/ John D. Scanlan
---------------------------------
Name: JOHN D. SCANLAN
------------------------------
Title: EXECUTIVE PRESIDENT
------------------------------

XIT Leasing, Inc.

By: /s/ Gilbert R. Ruscu
---------------------------------
Name: Gilbert R. Ruscu
-------------------------------
Title: SEC/TREAS
------------------------------

14
<PAGE>

Wireless Management Corporation

By: /s/ George V. Head
-----------------------------------
Name: GEORGE V. HEAD
---------------------------------
Title: CHAIRMAN
--------------------------------

Meretel Communications limited Partnership
By: Wireless Management Corporation, its
General Partner

By: /s/ George V. Head
-----------------------------------
Name: GEORGE V. HEAD
---------------------------------
Title: CHAIRMAN
--------------------------------

Meretel Wireless, Inc.

By: /s/ John D. Scanlan
------------------------------------
Name: JOHN D. SCANLAN
---------------------------------
Title: EXECUTIVE PRESIDENT
---------------------------------

15
<PAGE>

Exhibit 10.16

PARTNERSHIP AGREEMENT
OF

TEXAS UNWIRED

THIS PARTNERSHIP AGREEMENT (this "Agreement") is entered into effective as
of September _____, 1999 (the "Effective Date"), by and among US UNWIRED, INC.,
a Louisiana corporation ("Unwired"), [FORT BEND NEWCO], a Texas corporation
("Fort Bend"), and XIT LEASING, INC., at Texas corporation ("XIT")
(collectively, the "Partners"), on the following terms and conditions:

ARTICLE I
THE PARTNERSHIP

SECTION 1.1 FORMATION. The Partnership is hereby formed as a Louisiana
---------
general partnership effective as of the Effective Date pursuant to the
provisions of the Act and upon the terms and conditions set forth in this
Agreement.

SECTION 1.2 NAME. The name of the Partnership shall be Texas Unwired, or
----
such other name as the Partners may determine from time to time, and all
business of the Partnership shall be conducted in such name or a trade name
(which may be the name of the Managing Partner) selected by the Managing
Partner. Such name shall be recorded as an assumed name as required by the laws
of the State of Texas and the State of Louisiana.

SECTION 1.3 ORGANIZATION. The Partnership is organized under the
------------
Louisiana Civil Code (the "Act"). Except as expressly provided in this
Agreement to the contrary, the rights and obligations of the Partners, and the
administration and termination of the Partnership, shall be governed by the Act,
as amended from time to time.

SECTION 1.4 PURPOSE. The purpose of the Partnership is to (i) develop,
-------
construct, own, lease, operate and/or manage, pursuant to written agreements
with Sprint, the personal communications service system in the BTAs for
Beaumont, Texas and Lufkin, Texas formerly managed for Sprint by Meretel, (ii)
sell personal communications services in such BTAs, and (iii) conduct such
activities as may be necessary or appropriate in connection with the foregoing,
including without limitation activities associated with pursuing and taking
advantage of Additional Sprint Opportunities. The Partnership shall be a
partnership only for such purpose. Except as otherwise specifically provided in
this Agreement, or with the unanimous consent of all Partners, the Partnership
shall not engage in any activity that is not reasonably necessary or appropriate
to accomplish such purpose. No Partner shall have any authority to hold itself
out as a general agent of another Partner in any activity not specifically
authorized pursuant to this Section 1.4.

SECTION 1.5 PLACE OF BUSINESS. The principal place of business of the
-----------------
Partnership shall be located at Suite 1900, CM Tower, Lake Charles, Louisiana,
or such other places within or outside the State of Texas or the State of
Louisiana as may be determined by the Managing Partner from time to time.

1
<PAGE>

SECTION 1.6 TERM. The Partnership shall continue until its winding up,
----
liquidation, and dissolution as provided in Article XIII.

SECTION 1.7 TITLE TO PROPERTY. All Partnership Property shall be owned
-----------------
by and in the name of the Partnership as an entity and no Partner shall have any
ownership interest in Partnership Property in its individual name or right.
Each Partner's interest in the Partnership shall be personal property for all
purposes.

SECTION 1.8 PAYMENTS OF INDIVIDUAL OBLIGATIONS. The credit and assets
----------------------------------
of the Partnership shall be used solely for the benefit of the Partnership. No
asset of the Partnership shall be Transferred or encumbered for or in payment of
any individual obligation of any Partner.

SECTION 1.9 TRANSACTIONS WITH PARTNERS.
--------------------------

1.9.1 General Authorization. To the extent permitted by applicable
---------------------
law and except as otherwise provided in this Agreement, the Partnership is
hereby authorized to purchase property from, sell property to, or otherwise deal
with any Partner, acting on its own behalf, or any Affiliate of any Partner;
provided, however, that any such purchase, sale or other transaction shall be in
the ordinary cause of the Partnership's business and shall be made on terms and
conditions which are no less favorable to the Partnership than if the sale,
purchase, or other transaction had been entered into with an independent third
party.

1.9.2 Lending Transactions. Except as otherwise limited in this
--------------------
Agreement, each Partner and any Affiliate thereof may also lend money to, borrow
money from, act as a surety, guarantor or endorser for, guarantee or assume one
or more specific obligations of, provide collateral for, and transact other
business with the Partnership and, subject to other applicable law, has the same
rights and obligations with respect thereto as a Person who is not a Partner;
provided, however, that, if a Partner acts as surety, guarantor, or endorser for
a Partnership obligation, such act shall be at no cost to the Partnership.

SECTION 1.10 RECISSION. In the event that Regulatory Approval is not
---------
obtained in connection with the formation of the Partnership, this Agreement and
the Contribution Agreement(s) shall be rescinded, and all of the Partners'
respective rights and obligations hereunder and thereunder shall be void and
terminated as though such agreements were never executed.

ARTICLE II
DEFINITIONS

Capitalized words and phrases used in this Agreement have the following
meanings:

"Act" shall have the meaning set forth above in Section 1.3.

"Additional Sprint Opportunities" means any opportunity, whether available
to the Partnership, any of the Partners, and/or any of their Affiliates, to
provide telecommunications products or services provided by, through, or in
association with Sprint and utilizing the Sprint brand name in the
Beaumont/Lufkin BTAs.

2
<PAGE>

"Affiliate" means, with respect to any Person, (i) any Person directly or
indirectly controlling, controlled by, or under common control with such Person,
(ii) any officer, director, or general partner of such Person, or (iii) any
Person who is an officer, director, general partner or trustee of any Person
described in clauses (i) or (ii) of this sentence. For this purpose, the term
"controls," "is controlled by," or "is under common control with" shall mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person or entity, whether through the ownership
of voting securities, by contract or otherwise.

"Agreement" shall have the meaning set forth above in the introductory
paragraph. Words such as "herein," "hereinafter," "hereof," "hereto," and
"hereunder" refer to this Agreement as a whole, unless the context otherwise
requires. All references to "Section" or "Sections" are to a section or
sections of this Agreement unless otherwise specified.

"Authorized Individuals" shall have the meaning set forth in Section 14.2.

"Bankruptcy" means, with respect to any Person, a Voluntary Bankruptcy or
an Involuntary Bankruptcy. It is the intent of the Partners that this
definition, and the definitions of Voluntary Bankruptcy and Involuntary
Bankruptcy, supersede those otherwise set forth in the Act.

"Beaumont/Lufkin Assets" shall mean the assets formerly owned by Meretel in
connection with its rights to manage a personal communications system for Sprint
in the BTAs for Beaumont, Texas and Lufkin, Texas, including without limitation
the customer base owned by Meretel with respect to such BTAs, and that were
distributed to the Partners (or Affiliates of the Partners) in partial
redemption of their respective interests in Meretel pursuant to that certain
Distribution Agreement dated September ___, 1999 by and between the Partners (or
Affiliates of the Partners), Meretel, and EATELCORP, INC., a Louisiana
corporation.

"Bona Fide Offer" shall mean an unsolicited offer to purchase or acquire an
interest in the Partnership that is (a) in writing, (b) is signed by an offeror
which is not an Affiliate of the offeree, (c) sets forth all material terms and
conditions of the offer, (d) contains representations and warranties by the
offeror that it/he/she is a Person financially capable of carrying out the terms
of the offer, and capable of satisfying all applicable obligations under this
Agreement and the Contribution Agreement, and (e) is in form legally enforceable
against the offeror, and binding the offeror to become a Partner and to assume
all of the obligations and undertakings of the proposed selling Partner in
accordance with the terms of this Agreement.

"BTA" shall mean a basic trading area for broadband personal communications
service licenses granted by the FCC.

"Business Day" means a day of the year on which banks are not required or
authorized to close in Lake Charles, Louisiana.

"Capital Account" means, with respect to any Partner, the Capital Account
maintained for such Partner in accordance with the following provisions:

3
<PAGE>

(i) To each Partner's Capital Account there shall be credited such
Partner's Capital Contributions, such Partner's distributive share of Profits
and any items in the nature of income or gain which are specially allocated
pursuant to Section 4.2 or Section 4.3, and the amount of any Partnership
liabilities assumed by such Partner or which are secured by any Partnership
Property distributed to such Partner;

(ii) To each Partner's Capital Account there shall be debited the
amount of cash and the Gross Asset Value of any Partnership Property distributed
to such Partner pursuant to any provision of this Agreement, such Partner's
distributive share of Losses and any items in the nature of expenses or losses
which are specially allocated pursuant to Section 4.2 or Section 4.3, and the
amount of any liabilities of such Partner assumed by the Partnership or which
are secured by any property contributed by such Partner to the Partnership.

(iii) In determining the amount of any liability for purposes of
subparagraphs (i) and (ii), there shall be taken into account Code Section
752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner
consistent with such Regulations. In the event the Partners shall determine
that it is prudent to modify the manner in which the Capital Accounts, or any
debits or credits thereto (including, without limitation, debits or credits
relating to liabilities which are secured by contributed or distributed property
or which are assumed by the Partnership or the Partners), are computed in order
to comply with such Regulations, the Partners may make such modification,
provided that it is not likely to have a material adverse effect on the amounts
distributable to any Partner pursuant to Section 13 upon the dissolution of the
Partnership. The Partners also shall (i) make any adjustments that are necessary
or appropriate to maintain equality between the Capital Accounts of the Partners
and the amount of Partnership capital reflected on the Partnership's balance
sheet, as computed for book purposes in accordance with Regulations Section
1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause this Agreement not to comply with
Regulations Section 1.704-1(b).

"Capital Contributions" means, with respect to any Partner, the amount of
money and the initial Gross Asset Value of any property (other than money)
contributed to the Partnership with respect to the interest in the Partnership
held by such Partner. The principal amount of a promissory note which is not
readily traded on an established securities market and which is contributed to
the Partnership by the maker of the note (or a Person related to the maker of
the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall
be included as a Capital Contribution only when the Partnership makes a taxable
disposition of the note or (and to the extent) principal payments are made on
the note, as provided in Regulations Section 1.704-1(b)(2)(iv)(d)(2).

"Change of Control" shall mean the Transfer of more than 50% of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
provided, however, that a Change of Control shall not include a Transfer to an
Affiliate.

4
<PAGE>

"Closing Date" shall have the meaning set forth in Section 11.4.1.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time (or any corresponding provisions of succeeding law).

"Confidential Information" means, with respect to the Partnership, each
Partner, and any Affiliate thereof, any and all: (a) trade secrets concerning
their business and affairs, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs, graphs, drawings,
samples, inventions and ideas, past, current, and planned research and
development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price
lists, market studies, business plans, and any other information, however
documented, that is a trade secret within the meaning of the common law of the
State of Texas or otherwise constitutes information the disclosure of which
would be materially detrimental, disadvantageous or embarrassing to any of them;
(b) information concerning their business and affairs (which includes historical
financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, personnel training and techniques and materials, business
opportunities, personnel assignments, contracts, and assets), however
documented; and (c) notes, analysis, compilations, studies, summaries, and other
material prepared by or for them containing or based, in whole or in part, on
any information included in the foregoing.

"Confidential Transaction Information" shall have the meaning set forth in
Section 10.7.3.

"Contribution Agreement" shall mean, with respect to a Partner, the
agreement referenced in Section 3.1 pursuant to which the Partner makes such
Partner's initial Capital Contribution to the Partnership.

"Depreciation" means, for each Fiscal Year, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with
respect to an asset for such Fiscal Year, except that if the Gross Asset Value
of an asset differs from its adjusted basis for federal income tax purposes at
the beginning of such Fiscal Year, Depreciation shall be an amount which bears
the same ratio to such beginning Gross Asset Value as the federal income tax
depreciation, amortization, or other cost recovery deductions for such Fiscal
Year bears to such beginning adjusted tax basis; provided, however, that if the
adjusted basis for federal income tax purposes of an asset at the beginning of
such Fiscal Year is zero, Depreciation shall be determined with reference to
such beginning Gross Asset Value using any reasonable method selected by the
Partners.

"Dispute" shall have the meaning set forth in Section 14.1.

"Distributable Cash" shall mean all cash funds of the Partnership in excess
of those which the Managing Partner determines are needed for reasonable
reserves for debt service, projected expenditures, working capital and
contingencies.

"Drag-Along Interest" shall have the meaning set forth in Section 10.5.

"Drag-Along Transaction" shall have the meaning set forth in Section 10.5.

5
<PAGE>

"Effective Date" shall mean the date indicated above in the introductory
paragraph.

"Expenses" means any and all judgments, damages or penalties with respect
to, or amounts paid in settlement of, claims (including, but not limited to
negligence, strict or absolute liability, liability in tort and liabilities
arising out of violation of laws or regulatory requirements of any kind),
actions, or suits; and any and all taxes (including, without limitation, taxes
on any indemnification payments and including interest, additions to tax and
penalties), liabilities, obligations, costs, expenses and disbursements
(including, without limitation, reasonable legal fees and expenses).

"FCC" shall mean the Federal Communications Commission.

"Fiscal Quarter" means any 3-month period commencing on January 1, April 1,
July 1, or October 1 and ending on March 31, June 30, September 30 or December
31, respectively.

"Fiscal Year" means (a) any 12-month period commencing on January 1 and
ending on the earlier to occur of (i) the following December 31, or (ii) the
date on which all Partnership Property is distributed pursuant to Section 13.2,
or (b) any portion of such period for which the Partnership is required to
allocate Profits, Losses and other items of Partnership income, gain, loss or
deduction pursuant to Article IV.

"Fort Bend" shall have the meaning set forth in the introductory paragraph.

"GAAP" means United States generally accepted accounting principles as in
effect from time to time, consistently applied.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a
Partner to the Partnership shall be the gross fair market value of such asset,
as determined by the Partners;

(ii) The Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values as of the following
times determined in a manner that assumes the assets of the Partnership were to
be sold for their then fair market value without compulsion of the Partnership
to sell the assets at such time: (A) the admission of an additional Partner
pursuant to Article IX; (B) the payment by the Partnership to a Partner of
Redemption Payments pursuant to Section 11.5.2 as consideration for an interest
in the Partnership; and (C) the liquidation of the Partnership within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g). For purposes of making
adjustments pursuant to this subparagraph (ii), the gross fair market values of
Partnership assets shall be determined as follows: (x) accounts receivable and
unbilled items shall be valued at 95% of face amount; and (y) all other assets
shall be valued immediately prior to the event causing such adjustment;

(iii) The Gross Asset Value of any Partnership asset distributed to
any Partner shall be adjusted to equal the gross fair market value of such asset
on the date of distribution as determined by the Partners; and

6
<PAGE>

(iv) The Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent
that such adjustments are taken into account in determining Capital Accounts
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vi) of
the definition of "Profits" and "Losses"; provided, however, that Gross Asset
Values shall not be adjusted pursuant to this subparagraph (iv) to the extent
the Partners determine that an adjustment pursuant to subparagraph (ii) is
necessary or appropriate in connection with a transaction that would otherwise
result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to
subparagraphs (i), (ii), or (iv), such Gross Asset Value shall thereafter be
adjusted by the Depreciation taken into account with respect to such asset for
purposes of computing Profits and Losses.

"Income Tax Liabilities" shall mean liabilities (including estimated
liabilities to the extent amounts are required to be paid on an estimated basis)
for U.S. federal income taxes (together with any interest, penalties, additions
to tax, or additional amounts with respect thereto), imposed under any
applicable Federal income tax law, with respect to taxable income and gains of
the Partnership.

"Indebtedness" of a Person means (i) any indebtedness for borrowed money or
deferred purchase price of property as evidenced by a note, bond, or other
instrument, (ii) obligations to pay money as lessee under capital leases, (iii)
to the extent of the fair market value of any asset owned or held by such
Person, obligations secured by any mortgage, pledge, security interest,
encumbrance, lien, or charge of any kind existing on such asset whether or not
such Person has assumed or become liable for the obligations secured thereby,
(iv) any obligation under any interest rate swap agreement (the amount of such
obligation shall be deemed to be the amount that would be required to be paid by
such Person to sell, unwind or terminate the swap transaction), (v) obligations
under accounts payable and (vi) obligations under direct or indirect guarantees
of (including obligations (contingent or otherwise) to assure a creditor against
loss in respect of) indebtedness or obligations of the kinds referred to in
clauses (i), (ii), (iii), (iv) and (v) above, provided that Indebtedness shall
not include obligations in respect of any accounts payable that are incurred in
the ordinary course of the Partnership's business and are not delinquent or are
being contested in good faith by appropriate proceedings.

"Initiating Party" shall have the meaning set forth in Section 14.2.

"Involuntary Bankruptcy" means, with respect to any Person, without the
consent or acquiescence of such Person, the entering of an order for relief or
approving a petition for relief or reorganization or any other petition seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or other similar relief under any present or future bankruptcy,
insolvency or similar statute, law or regulation, or the filing of any such
petition against such Person which petition shall not be dismissed within 60
days, or, without the consent or acquiescence of such Person, the entering of an
order appointing a trustee, custodian, receiver, or liquidator of such Person or
of all or any substantial part of the property of such Person which order shall
not be dismissed within 60 days.

"Liquidating Events" has the meaning set forth in Section 12.1.

7
<PAGE>

"Long-Term Debt" shall mean, as of any date of determination thereof, the
long-term debt of the Partnership as shown on the applicable financial
statements of the Partnership in accordance with GAAP.

"Losses" has the meaning set forth in the definition of "Profits" and
"Losses."

"Managing Partner" shall mean Unwired, or such other Partner as is elected
pursuant to the requirements of Section 6.6 of this Agreement.

"Meretel" shall mean Meretel Communications Limited Partnership, a
Louisiana Partnership in Commendam, formed pursuant to Articles of Partnership
in Commendam made and entered into as of July 26, 1995, as amended.

"Net Equity" has the meaning set forth in Section 11.5.

"Nonrecourse Deductions" has the meaning set forth in Sections 1.704-
2(b)(1) and 1.704-2(c) of the Regulations.

"Nonrecourse Liability" has the meaning set forth in Section 1.704-2(b)(3)
of the Regulations.

"Notice of Withdrawal" shall have the meaning set forth in Section 11.2.

"Offer Notice" shall have the meaning set forth in Section 10.2.

"Offered Interest" shall have the meaning set forth in Section 10.2.

"Offering Partner" shall have the meaning set forth in Section 10.2.

"Offer Period" shall have the meaning set forth in Section 10.2.

"Operating Cash Flow" shall mean, as of any date of determination thereof,
the operating cash flow of the Partnership for the specified period as shown on
the applicable financial statements of the Partnership in accordance with GAAP.

"Partner Nonrecourse Debt" has the same meaning as the term "partner
nonrecourse debt" set forth in Section 1.704-2(b)(4) of the Regulations.

"Partner Nonrecourse Debt Minimum Gain" means an amount, with respect to
each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-2(i)(3) of the Regulations.

"Partner Nonrecourse Deductions" has the same meaning as the term "partner
nonrecourse deductions" set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of
the Regulations.

8
<PAGE>

"Partners" shall mean the persons indicated above in the introductory
paragraph. "Partner" means any one of the Partners.

"Partnership" means the general partnership formed by this Agreement and
the partnership continuing the business of this Partnership pursuant to Section
12.1 in the event of dissolution as herein provided.

"Partnership Minimum Gain" has the meaning set forth in Regulations
Sections 1.704-2(b)(2) and 1.704-2(d).

"Partnership Property" means all assets of the Partnership, whether real,
personal, tangible, or intangible property, including any improvements thereto,
goodwill, and all cash.

"Person" means any individual, partnership (whether general or limited and
whether domestic or foreign), limited liability company, corporation, trust,
estate, association, custodian, nominee or other entity (including any
regulatory or other governmental commission, agency or body).

"Preliminary Mediators" shall have the meaning set forth in Section 14.4.

"Prime Rate" means the Prime Rate of interest most recently published in
the Wall Street Journal.

"Procedure" shall have the meaning set forth in Section 14.1.

"Profits" and "Losses" means, for each Fiscal Year, an amount equal to the
Partnership's taxable income or loss for such Fiscal Year, determined in
accordance with Code Section 703(a), including, all items of income, gain, loss,
or deduction required to be stated separately pursuant to Code Section
703(a)(1), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income
tax and not otherwise taken into account in computing Profits or Losses pursuant
to this definition of "Profits" and "Losses" shall be added to such taxable
income or loss;

(ii) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as such expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits
or Losses pursuant to this definition of "Profits" and "Losses" shall be
subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to subparagraphs (ii) or (iii) of the definition of "Gross
Asset Value," the amount of such adjustment shall be taken into account as gain
or loss from the disposition of such asset for purposes of computing Profits or
Losses;

9
<PAGE>

(iv) Gain or loss resulting from any disposition of Partnership
Property with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the
Partnership Property disposed of, notwithstanding that the adjusted tax basis of
such Partnership Property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such Allocation Year,
computed in accordance with the definition of "Depreciation"; and

(vi) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken
into account in determining Capital Accounts as a result of a distribution other
than in liquidation of a Partner's interest in the Partnership, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases the basis of the
asset) from the disposition of the asset and shall be taken into account for
purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provision of this definition of
"Profits" and "Losses," any items which are specifically allocated pursuant to
Section 3.2 or Section 3.3 shall not be taken into account in computing Profits
or Losses.

The amounts of the items of Partnership income, gain, loss or deduction
available to be specially allocated pursuant to Section 3.2 and Section 3.3
shall be determined by applying rules analogous to those set forth in
subparagraphs (i) through (vi) above.

"Property" shall mean all real and personal property owned by the
Partnership (including cash) and any improvements thereto, and shall include
both tangible and intangible property.

"Redemption Payments" has the meaning set forth in Section 11.4.2.

"Redemption Price" has the meaning set forth in Section 11.3.

"Regulations" means the Income Tax Regulations, including Temporary
Regulations, promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).

"Regulatory Allocations" has the meaning set forth in Section 4.3.

"Regulatory Approval" shall mean such approvals from such Federal, state,
and local agencies and regulatory organizations as it may be necessary for the
Partnership and/or each of the Partners to obtain in connection with the
formation of the Partnership, including, without limitation, any approvals that
may need to be obtained from the FCC.

"Releasees" shall have the meaning set forth in Section 11.6.

"Releasors" shall have the meaning set forth in Section 11.6.

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<PAGE>

"Representatives" shall have the meaning set forth in Section 10.7.3.

"Responding Party" shall have the meaning set forth in Section 14.2.

"Retiring Event" has the meaning set forth in Section 11.1.

"Retiring Partner" a Partner with respect to whom a Retiring Event has
occurred.

"Right of First Look" shall have the meaning set forth in Section 10.3.

"Right of First Refusal" shall have the meaning set forth in Section 10.2.

"Sale Notice" shall have the meaning set forth in Section 10.3.1.

"Shop Period" shall have the meaning set forth in Section 10.3.

"Shopped Interest" shall have the meaning set forth in Section 10.3.

"Shopping Notice" shall have the meaning set forth in Section 10.3.

"Shopping Partner" shall have the meaning set forth in Section 10.3.

"Sprint" shall mean Sprint Spectrum, L.P., SprintCom, Inc., and/or any
affiliate thereof.

"System" shall mean the personal communications system to be developed,
constructed, owned, leased, operated and/or managed pursuant to written
agreements with Sprint in the BTAs for Beaumont, Texas and Lufkin, Texas

"Tag-Along Interest" shall have the meaning set forth in Section 10.4.

"Tag-Along Transaction" shall have the meaning set forth in Section 10.4.

"Tax Matters Partner" shall be the Managing Partner.

"Transfer" means, as a noun, any voluntary or involuntary, direct or
indirect, transfer, sale, assignment, gift, pledge, hypothecation, encumbrance
or other disposition and, as a verb, voluntarily or involuntarily, directly or
indirectly, to transfer, sell, assign, give, pledge, hypothecate, encumber or
otherwise dispose of an item. With respect to an interest in the Partnership,
the term Transfer shall refer to all or any part of the beneficial ownership of,
the voting power associated with, or any other interest in, the interest in the
Partnership.

"Unit" shall mean the measure of an interest in the Partnership. A
Partner's interest in the Partnership consists of the ratio of the number of
Units owned by such Partner to the total number of Units owned by all Partners.

"Unwired" shall have the meaning set forth in the introductory paragraph.

11
<PAGE>

"Voluntary Bankruptcy" means, with respect to any Person, (a)(i) the
inability of such Person generally to pay its debts as such debts become due,
(ii) the failure of such Person generally to pay its debts as such debts become
due, or (iii) an admission in writing by such Person of its inability to pay its
debts generally or a general assignment by such Person for the benefit of
creditors; (b) the filing of any petition or answer by such Person seeking to
adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of such Person or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking, consenting to, or
acquiescing in the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for such Person or for
any substantial part of its property; or (c) corporate action taken by such
Person to authorize any of the actions set forth above.

"Withdrawal" shall mean the withdrawal of a Partner from the Partnership
pursuant to the delivery of a Notice of Withdrawal.

"XIT" shall have the meaning set forth in the introductory paragraph.

ARTICLE III
CAPITAL CONTRIBUTIONS; LOANS

SECTION III.1 PARTNERS. The names, addresses, initial Capital
--------
Contributions, and initial Units of each of the Partners as of the Effective
Date are set forth on Exhibit A to this Agreement. The Partners each shall
---------
contribute their ownership interests in the Beaumont/Lufkin Assets to the
Partnership as their initial Capital Contributions pursuant to the terms and
conditions of a Contribution Agreement executed concurrently with the execution
of this Agreement in form substantially similar to the form attached to this
Agreement as Exhibit B.
---------

SECTION III.2 ADDITIONAL CAPITAL CONTRIBUTIONS. The Partners shall make
--------------------------------
additional Capital Contributions at such time or times, if any, as the Partners,
by vote pursuant to Section 6.2(j), determine that additional Capital
Contributions are necessary or desirable to accomplish the purposes and
objectives of the Partnership. Such additional Capital Contributions shall be
made in proportion to the Units then held by each of the Partners, except as the
Partners otherwise mutually agree. No Partner shall be obligated to make
additional Capital Contributions. The number of Units held by each Partner shall
be adjusted in connection with any such additional Capital Contribution so that
it bears the same ratio to all outstanding Units as such Partner's Capital
Contributions bear to the total Capital Contributions of all Partners after
taking into account such additional Capital Contributions.

SECTION III.3 WITHDRAWAL OF CAPITAL. Except as otherwise provided in
---------------------
this Agreement or the Act, no Partner shall demand or receive a return of his
Capital Contributions or withdraw from the Partnership without the unanimous
consent of all Partners. In this regard, no Partner shall receive any interest,
compensation or drawing with respect to the Partner's Capital Contributions or
Capital Account (or for services rendered on behalf of the Partnership or
otherwise in such Partner's capacity as Partner), except as otherwise provided
in this Agreement. Under circumstances requiring a return of any Capital
Contributions, no Partner shall have the right to

12
<PAGE>

receive property other than cash, except as otherwise specifically provided in
this Agreement or the Contribution Agreement(s).

SECTION III.4 LOANS. Any Partner may, with the approval of the Partners,
lend or advance money to the Partnership. If any Partner shall make any loan or
loans to the Partnership or advance money on its behalf, the amount of any such
loan or advance shall not be treated as a contribution to the capital of the
Partnership but shall be a debt due from the Partnership. The amount of any such
loan or advance by a lending Partner shall be repayable out of the Partnership's
cash and shall bear interest at the rate agreed between the Partnership and the
lending Partner. None of the Partners shall be obligated to make any loan or
advance to the Partnership.

ARTICLE IV
ALLOCATIONS

SECTION IV.1 PROFITS AND LOSSES. After giving effect to the Special
------------------
Allocations set forth in Section 4.2 and Section 4.3, Profits and Losses for
each Fiscal Year shall be allocated among the Partners in proportion to the
number of Units each Partner holds on the first day of such Fiscal Year;
provided, however, that if the number of Units held by any Partner changes
during any Fiscal Year, Profits and Losses for each month during such Fiscal
Year shall be allocated among the Partners in proportion to the number of Units
each Partner holds as of the first day of the calendar quarter immediately
subsequent to the calendar quarter that includes such month, and each Partner's
share of Profits and Losses for such Fiscal Year shall be equal to the sum of
the Partner's share of the Profits and Losses for each month during such Fiscal
Year.

SECTION IV.2 SPECIAL ALLOCATIONS. The following allocations shall be
-------------------
made for purposes of maintaining Capital Accounts:

IV.2.1 Minimum Gain Chargeback. Notwithstanding any other provision
-----------------------
of this Article IV, if there is a net decrease in Partnership Minimum Gain
during any Fiscal Year, each Partner shall be specially allocated items of
Partnership income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) to the extent required and in the manner provided by Regulations
Section 1.704-2(f). This Section 4.2.1 shall be interpreted and applied in such
a manner as to comply with the minimum gain chargeback requirement in
Regulations Section 1.704-2(f).

IV.2.2 Partner Minimum Gain Chargeback. Notwithstanding any other
-------------------------------
provision of this Article IV except Section 4.2.1, if there is a net decrease in
Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt
during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse
Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in
accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated
items of Partnership income and gain for such Fiscal Year (and, if necessary,
subsequent Fiscal Years) to the extent required and in the manner provided by
Regulations Section 1.704-2(i)(4). This Section 4.2.2 shall be interpreted and
applied in such a manner as to comply with the minimum gain chargeback
requirement in Regulations Section 1.704-2(i)(4).

IV.2.3 Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
----------------------
Year or other period shall be allocated among the Partners in proportion to
their Units.

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<PAGE>

IV.2.4 Partner Nonrecourse Deductions. Any Partner Nonrecourse
------------------------------
Deductions for any Fiscal Year or other period shall be specially allocated to
the Partner who bears the economic risk of loss with respect to the Partner
Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Regulations Section 1.704-1T(b)(4)(iv)(h).

IV.2.5 Code Section 754 Adjustment. To the extent an adjustment to
---------------------------
the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b)
or Code Section 743(b) is required to be taken into account in determining
Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), such
adjustment shall be treated as an item of gain (if the adjustment is an
increase) or loss (if the adjustment is a decrease), and such gain or loss shall
be allocated to the Partners in a manner consistent with the manner in which
their Capital Accounts are required to be adjusted pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m).

IV.2.6 Application. The special allocations provided for in this
-----------
Section 4.2 are intended to comply with the provisions of Regulation Section
1.704-2 and are to be interpreted and applied to accomplish that result;
provided, however, that to the extent possible, the special allocations shall be
taken into account in allocating items of income, gain, loss, and deduction
among the Partners in such a manner that the net amount of the allocations to
each Partner shall be the same as such Partner's distributive shares of Profit
and Losses would have been had the events requiring the special allocations not
occurred. The Partners shall have reasonable discretion to apply the provisions
of this Section 4.2 in whatever order is likely to minimize the economic
distortions that otherwise might result from the application of the special
allocation provisions.

SECTION IV.3 CURATIVE ALLOCATIONS. The allocations set forth above in
--------------------
Section 4.2 (the "Regulatory Allocations") are intended to comply with certain
requirements of the Regulations. It is the intent of the Partners that, to the
extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Partnership
income, gain, loss or deduction pursuant to this Section 4.3. Therefore,
notwithstanding any other provision of this Article IV (other than the
Regulatory Allocations), the Partners shall make such offsetting special
allocations of Partnership income, gain, loss or deduction in whatever manner
they determine appropriate so that, after such offsetting allocations are made,
each Partner's Capital Account balance is, to the extent possible, equal to the
Capital Account balance such Partner would have had if the Regulatory
Allocations were not part of the Agreement and all Partnership items were
allocated pursuant to Section 4.1. In exercising their discretion under this
Section 4.3, the Partners shall take into account future Regulatory Allocations
under Sections 4.2.1 and 4.2.2 that, although not yet made, are likely to offset
other Regulatory Allocations previously made under Sections 4.2.3 and 4.2.4.

SECTION IV.4 OTHER ALLOCATION RULES.
----------------------

IV.4.1 Time of Allocations. Profits, Losses and any other items of
-------------------
income, gain, loss or deduction shall be allocated to the Partners pursuant to
this Article IV as of the last day of each Fiscal Year; provided, however, that
Profits, Losses and such other items shall also be allocated at such times as
the Gross Asset Values of Partnership Property are adjusted pursuant to
subparagraph (ii) of the definition of "Gross Asset Value".

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<PAGE>

IV.4.2 Acknowledgment of Tax Consequences. The Partners hereby
----------------------------------
acknowledge that they are aware of the income tax consequences of the
allocations made by this Article IV and agree to be bound by the provisions of
this Article IV in reporting their shares of Partnership income and loss for
income tax purposes.

IV.4.3 Determination of Profits and Losses. For purposes of
determining the Profits, Losses, or any other items allocable to any period,
Profits, Losses, and any such other items shall be determined on a daily,
monthly, or other basis, as determined by the Managing Partner using any
permissible method under Code Section 706 and the Regulations thereunder.

IV.4.4 Excess Nonrecourse Liabilities. Solely for purposes of
------------------------------
determining the Partners' proportionate shares of the "excess nonrecourse
liabilities" of the Partnership within the meaning of Regulations Section 1.752-
3(a)(3), the Partners' interests in Profits shall be in proportion to their
Units.

IV.4.5 Distribution of Certain Proceeds. To the extent permitted by
--------------------------------
Regulations Section 1.704-2(h)(3), the Partners shall endeavor not to treat
distributions of cash as having been made from the proceeds of a Nonrecourse
Liability or a Partner Nonrecourse Debt.

SECTION IV.5 CODE SECTION 704(c). In accordance with Code Section 704(c)
-------------------
and the Regulations thereunder, income, gain, loss, and deduction with respect
to any property contributed to the capital of the Partnership shall, solely for
federal income tax purposes, be allocated among the Partners so as to take
account of any variation between the adjusted basis of such property to the
Partnership for federal income tax purposes and its initial Gross Asset Value
(computed in accordance with subparagraph (i) of the definition of "Gross Asset
Value"). In the event the Gross Asset Value of any Partnership asset is adjusted
pursuant to subparagraph (ii) of the definition of "Gross Asset Value",
subsequent allocations of income, gain, loss, and deduction with respect to such
asset shall take account of any variation between the adjusted basis of such
asset for federal income tax purposes and its Gross Asset Value in the same
manner as under Code Section 704(c) and the Regulations thereunder. Any
elections or other decisions relating to such allocations shall be made by the
Managing Partner in any manner that reasonably reflects the purpose and
intention of this Agreement. Allocations pursuant to this Section 4.5 are solely
for purposes of federal, state, and local taxes and shall not affect, or in any
way be taken into account in computing, any Capital Account or share of Profits,
Losses, other items, or distributions pursuant to any provisions of this
Agreement. Except as otherwise provided in this Agreement, all items of
Partnership income, gain, loss, deduction, and any other allocations not
otherwise provided for shall be divided among the Partners in the same
proportions as they share Profits or Losses, as the case may be, for the Fiscal
Year.
ARTICLE V
PAYMENTS AND DISTRIBUTIONS

SECTION V.1 GUARANTEED PAYMENTS. The Partnership shall make such
-------------------
payments to the Partners as may be required from time to time pursuant to any
agreements between the Partnership and the Partners, including Contribution
Agreements.

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<PAGE>

SECTION V.2 PERIODIC DISTRIBUTIONS. Except as provided in Section 13.2,
----------------------
the Distributable Cash shall be distributed to the Partners on a calendar
quarterly basis. All distributions to the Partners pursuant to this Section 5.2
shall be divided among them in proportion to the number of Units held by each as
of the first day of the month during which the distribution occurs.

SECTION V.3 ESTIMATED TAXES. Notwithstanding anything in Section 5.2
---------------
above to the contrary, the Partnership shall distribute to each Partner (a) with
respect to quarterly estimated tax payments due in each year, an amount equal to
25% of the product of (i) the estimated aggregate taxable income and gains of
the Partnership attributable to such Partner, as determined by the Managing
Partner, and (ii) a rate equal to the lesser of (A) 35% or (B) the then
applicable maximum Federal income tax rate for corporations under the Code, and
(b) with respect to tax payments to be made in connection with income tax
returns filed for a given calendar year, an amount equal to the Income Tax
Liabilities for such calendar year minus the aggregate amount for such calendar
year determined as provided above in clause (a) of this Section 5.3.

SECTION V.4 AMOUNTS WITHHELD. All amounts withheld or required to be
----------------
withheld pursuant to the Code or any provision of any state, local or foreign
tax law with respect to any payment, distribution or allocation to the
Partnership or the Partners and treated by the Code (whether or not withheld
pursuant to the Code) or any such tax law as amounts payable by or in respect of
any Partner shall be treated as amounts distributed to the Partner with respect
to whom such amount was withheld pursuant to this Article V for all purposes
under this Agreement. The Partnership is authorized to withhold from
distributions, or with respect to allocations, to the Partners and to pay over
to any federal, state, local or foreign government any amounts required to be so
withheld pursuant to the Code or any provisions of any other federal, state,
local or foreign law and shall allocate such amounts to the Partners with
respect to which such amount was withheld.

ARTICLE VI
MANAGEMENT

SECTION VI.1 GENERAL. Except as otherwise provided in this Agreement,
-------
and specifically subject to Section 6.2 and Section 6.3 below, all
determinations, decisions, approvals, and actions affecting the Partnership and
its business and affairs, including matters related to managing the day-to-day
operations of the Partnership, shall be determined, made, approved, or
authorized by the Managing Partner.

SECTION VI.2 SPECIAL CONSENT REQUIREMENTS. Notwithstanding anything in
----------------------------
Section 6.1 to the contrary, the following decisions and actions shall not be
made or taken without the affirmative vote of Partners holding more than 85% of
the total number of Units then held by all Partners; provided, however, that no
such decision or action may be made or taken without the prior consent of Fort
Bend:

(a) The incurrence by the Partnership of any Indebtedness or other
contractual obligation obligating the Partnership to pay an aggregate amount
(exclusive of interest) of more than $3,500,000;

16
<PAGE>

(b) The incurrence by the Partnership of any Indebtedness or other
contractual obligation that, taken with all other existing Indebtedness or
contractual obligations (other than anticipated obligations to pay for routine
services and supplies), will require the Partnership to pay more than $700,000
in any Fiscal Year;

(d) The compromise of any amount owed to the Partnership (including
the writing off of unbilled items valued at prevailing billing rates) of more
than 5% of the Partnership's gross revenue for any 12-calendar-month period;

(e) Causing the Partnership to voluntarily take any action with
respect to the Partnership described in clauses (a)(iii), (b) or (c) of the
definition of Bankruptcy;

(f) Causing the Partnership to fail to be taxable as a partnership
for federal income tax purposes or to take a position inconsistent with such
treatment except as required by law;

(g) The acquisition from any Person of any corporation, limited
liability company, partnership, association, business or business division,
whether by stock purchase, asset purchase, contribution, merger or other
business combination or action to cause the Partnership to legally merge or
consolidate with or be a party to a transfer of a substantial portion of its
assets or reorganization with any other Person; provided, however; that this
Section 6.2(g) shall not apply to any transaction to the extent that the "Drag-
Along" provision set forth below in Section 10.5 of this Agreement is applicable
to the transaction;

(h) Causing the Partnership to settle any lawsuit for an amount in
excess of $150,000 or that materially affects the ability of the Partnership to
carry on its business as contemplated by this Agreement;

(i) Causing the Partnership to enter into, or materially modify, any
contract with the Managing Partner or an Affiliate of the Managing Partner;

(j) Determining that the Partners should make additional Capital
Contributions pursuant to Section 3.2; or

(k) Determining the number of Units to be awarded to an additional
Partner pursuant to Section 9.2.

17
<PAGE>

SECTION VI.3 MANAGING PARTNER OBLIGATIONS.
----------------------------

VI.3.1 General Obligations. The Managing Partner shall cause the
-------------------
Partnership to conduct its business and operations separate and apart from that
of any Partner or any of its Affiliates, including, without limitation, (i)
segregating Partnership assets and not allowing funds or other assets of the
Partnership to be commingled with the funds or other assets of, held by, or
registered in the name of, any Partner or any of its Affiliates, (ii)
maintaining books and financial records of the Partnership separate from the
books and financial records of any Partner and its Affiliates, and observing all
Partnership procedures and formalities, including, without limitation,
maintaining minutes of Partnership meetings and acting on behalf of the
Partnership only pursuant to due authorization of the Partners if required by
Section 6.2, (iii) causing the Partnership to pay its liabilities from assets of
the Partnership, and (iv) causing the Partnership to conduct its dealings with
third parties in its own name and as a separate and independent entity.

VI.3.2 Operational and Administrative Duties. The Managing Partner's
-------------------------------------
obligation to manage the day-to-day operations of the Partnership shall include,
without limitation, the provision of all managerial, operational and
administrative services associated with the management, operation, and
administration of the System, and otherwise conducting the Partnership's
business, including, without limitation, the obligation to do the following:

(a) satisfy and discharge all of the Partnership's obligations and
duties under, and otherwise comply with the terms and conditions of, any
agreements between the Partnership and Sprint regarding or related to the
System;

(b) provide and manage quality customer care and service functions,
including a customer call-in number for order placement and billing inquiries;

(c) supervise and coordinate technical operations, engineering,
maintenance, repair and dispatch services associated with the System (seven days
a week, 24 hours per day);

(d) assure compliance with all applicable federal, state and local
laws, regulations and rules, and take primary responsibility for legal and
regulatory issues associated with the System and the Partnership's business;

(e) provide, supervise and coordinate commercially reasonable billing
services and functions, including processing, printing, and mailing; and

(f) monitor and track operational and sales activities.

18
<PAGE>

VI.3.3 Books, Records and Reports. The Managing Partner shall
--------------------------
discharge the Partnership's obligations under Article XIV of this Agreement,
including the Partnership's obligations to maintain true and correct books and
records of account with respect to its activities, and provide periodic
financial reports to the Partners. The Managing Partner also shall respond to
all reasonable requests of any other Partner for information concerning the
Partnership's business and affairs; provided, however, that the Managing Partner
may respond to such requests by making available for inspection the
Partnership's books and records at the place where such books and records are
normally kept. The Managing Partner shall not be required to respond to any
request(s) for information that are unduly burdensome or repetitive, and the
Managing Partner may condition a response on the agreement by the requesting
Partner to reimburse the Partnership and the Managing Partner for the reasonable
costs thereof (including reasonable compensation for the time spent by the
Managing Partner or the Managing Partner's designees in preparing such
response).

VI.3.4 Partnership Funds. The Managing Partner shall have fiduciary
-----------------
responsibility for the safekeeping and use of all funds and assets of the
Partnership, whether or not in its immediate possession or control. The funds of
the Partnership shall not be commingled with the funds of any other Person, and
the Managing Partner shall not use, or permit any other Person to use, such
funds in any manner except for the benefit of the Partnership. The bank accounts
of the Partnership shall be maintained in such banking institutions as are
approved by the Managing Partner, and withdrawals shall be made only in the
regular course of Partnership business and as otherwise authorized in this
Agreement on such signature or signatures as the Managing Partner may determine.

VI.3.5 Consultations. Without limiting the right of the Managing
-------------
Partner to take any action that the Managing Partner is otherwise authorized by
this Agreement to take on behalf of the Partnership, the Managing Partner shall
make reasonable efforts to consult with the other Partners in advance of any
significant action that the Managing Partner proposes to take on behalf of the
Partnership, keep the other Partners informed about significant developments in
the Partnership's business and affairs, and give due regard to the advice and
suggestions of the other Partners.

SECTION VI.4 COMPENSATION. In addition to the distributions of cash and
------------
allocations of Profits, Losses, and other items provided to the Managing Partner
under this Agreement, the Managing Partner shall be entitled to receive the
consideration for the performance of services on behalf of the Partnership as
Managing Partner as is set forth on the schedule attached to this Agreement as

Schedule 1. Such compensation shall be payable to the Managing Partner from
- ----------
time to time as services are performed. The amount and time for payment of such
compensation may be adjusted from time to time upon the prior written consent of
Fort Bend which consent will not be unreasonably withheld; provided, however,
that Fort Bend's prior written consent is not required for adjustments
specifically set forth and contemplated on Schedule 1.

SECTION VI.5 EXPENSES. The Managing Partner may charge the Partnership,
--------
and shall be reimbursed by the Partnership, for any reasonable direct expenses
paid or incurred by the Managing Partner in connection with the Partnership's
business and payable to Persons other than the Managing Partner or any Affiliate
of the Managing Partner.

19
<PAGE>

SECTION VI.6 MANAGING PARTNER TERM AND REMOVAL. The Managing Partner
---------------------------------
shall serve until the earlier to occur of the resignation of the Managing
Partner by notice given to the other Partners, or the removal of the Managing
Partner. The Managing Partner may be removed upon the affirmative vote of
Partners holding more than 60% of the total number of Units then held by all
Partners.

SECTION VI.7 ELECTION OF MANAGING PARTNER. A new Managing Partner shall
----------------------------
be selected from among the Partners upon the affirmative vote of Partners
holding more than 60% of the total number of Units then held by all Partners.

SECTION VI.8 DUTY OF CARE: GOOD FAITH ACTIONS. The Managing Partner
--------------------------------
shall not be liable to the Partnership or the Partners for monetary damages for
a breach of the duty of care resulting from any act or omission that occurs in
the course of carrying out its duties as the Managing Partner to the extent, and
solely to the extent, that such act or omission was in good faith.

SECTION VI.9 INDEMNIFICATION OF MANAGING PARTNER. The Managing Partner
-----------------------------------
(and each officer, director, shareholder, agent, attorney, representative,
contractor, adviser, appraiser, partner or employee of the Managing Partner)
shall be indemnified and held harmless by the Partnership and each Partner from
and against all demands, liabilities, causes of action, costs and damages of any
nature whatsoever arising out of or incidental to the taking of any actions as
the Managing Partner authorized under this Agreement; provided, however, that
the Managing Partner (or any officer, director, shareholder, agent, attorney,
representative, contractor, adviser, appraiser, partner or employee of the
Managing Partner) shall not be entitled to indemnification under this Section
6.9 in the event that: (a) the matter in question is entirely unrelated to any
actions taken as Managing Partner; (b) the matter in question arose out of the
bad faith or willful misconduct of the Managing Partner (or any officer,
director, shareholder, agent, attorney, representative, contractor, adviser,
appraiser, partner or employee of the Managing Partner); or (c) the matter in
question arose out of the intentional breach by the Managing Partner of any
obligations under this Agreement. The rights set forth in this Section 6.9
shall be cumulative of, and in addition to, any and all other rights, remedies
and resources to which the Managing Partner (or any officer, director,
shareholder, agent, attorney, representative, contractor, adviser, appraiser,
partner or employee of the Managing Partner) shall be entitled at law or in
equity.

ARTICLE VII
PARTNERSHIP MEETINGS

SECTION VII.1 GENERAL. Actions and decisions requiring the approval of
-------
the Partners pursuant to any provision of this Agreement shall be authorized or
made either by vote of the required number of Partners taken at a meeting of the
Partners, or by the unanimous written consent of the Partners without a meeting;
provided, however, emergency actions may be taken in accordance with the
provisions of Section 7.5.

SECTION VII.2 MEETINGS. Any Partner may call a meeting of the
Partnership to consider approval of an action or decision Under any provision of
this Agreement by delivering to each other Partner notice of the time and
purpose of such meeting at least seven Business Days before the day of such
meeting. A Partner may waive notice of a meeting by executing a written waiver

20
<PAGE>

either before or after such meeting, and a Partner's attendance at a meeting
shall constitute a waiver of notice of such meeting. Any such meeting of the
Partnership shall be held during the Partnership's normal business hours at its
principal place of business unless all of the other Partners consent in writing
or by their attendance at such meeting to its being held at another location or
time. A Partner may attend any such meeting by means of a telephonic arrangement
by which each Partner is able to hear and be heard by every other Partner and
other participants in the meeting.

SECTION 7.3 UNANIMOUS CONSENT. Any Partner may propose that an action
-----------------
or decision pursuant to any provision of this Agreement be made by unanimous
written consent of all Partners in lieu of a meeting. A Partner's written
consent may be evidenced by his signature on a counterpart of the proposal or by
a separate writing (including a facsimile) that identifies the proposal with
reasonable specificity and states that such Partner consents to such proposal.

SECTION 7.4 VOTE BY PROXY. A Partner may vote (or execute a written
-------------
consent) by proxy given to any other Partner. Any such proxy must be in writing
and must identify the specific meeting or matter to which the proxy applies or
state that it applies to all matters (subject to specified reservations, if any)
coming before the Partnership for approval under any provision of this Agreement
prior to a specified date (which shall not be later than the first anniversary
date of the date on which such proxy is given). Any such proxy shall be
revocable at any time and shall not be effective at any meeting at which the
Partner giving such proxy is in attendance.

SECTION 7.5 EMERGENCY PROCEDURES. Notwithstanding any other provision
--------------------
of this Agreement, in the event that Partners who could authorize an action or
decision at a duly called meeting of the Partners reasonably determine that the
Partnership is facing a significant business emergency that requires immediate
action, such Partners may, without complying with generally applicable
procedures for meetings or actions by unanimous written consent of the Partners,
authorize any action or decision that they deem reasonably necessary to allow
the Partnership to benefit from a significant opportunity or to protect the
Partnership from significant loss or damage; provided, however, that such
Partners shall make reasonable efforts under the circumstances to contact and
consult all Partners concerning such action or decision, and the reasons why
such action or decision must be made without observing generally applicable
procedures, in advance of such action or decision, and shall promptly notify all
Partners in writing of the circumstances, the action taken, the reasons for such
action, and the results of the action.

SECTION 7.6 RECORDS. The Partnership shall maintain permanent records
-------
of all actions taken by the Partners pursuant to any provision of this
Agreement, including minutes of all Partnership meetings, copies of all actions
taken by consent of the Partners, and copies of all proxies pursuant to which
one Partner votes or executes a consent on behalf of another.

SECTION 7.7 RETIRING PARTNERS. Retiring Partners shall not be entitled
-----------------
to receive notices, vote, call meetings, or act as proxies, and their consent
shall not be required for any purpose under this Agreement. The Units held by
Retiring Partners shall be excluded for purposes of determining the number of
Units required for decisions or actions to be taken under this Agreement.

ARTICLE VII
RIGHTS AND DUTIES OF PARTNERS

21
<PAGE>

SECTION 8.1 DUTY OF LOYALTY. The Partners hereby acknowledge and agree
---------------
that each owes the Partnership and each other Partner the highest fiduciary
loyalty and duty. Each Partner shall disclose and make available to the
Partnership each and every business opportunity of which such Partner becomes
aware in its capacity as a Partner or otherwise that is within the scope of the
Partnership's business purpose as defined above in Section 1.4 of this
Agreement. Such disclosure shall be by written notice given to each other
Partner setting forth all material terms and conditions of the business
opportunity. Each Partner shall be accountable to, and hold in trust for, the
Partnership any income, compensation, or profit that such Partner may derive
from any activity related to such business opportunity, and shall indemnify the
Partnership for any income, compensation, or profits that the Partnership may
reasonably be viewed as having foregone, or any loss that it may incur, as a
result of any failure by such Partner to disclose business opportunities to the
Partnership. Except as provided in this Section 8.1, the Partners do not owe
the Partnership or each other a duty of loyalty.

SECTION 8.2 COVENANT NOT TO COMPETE. Each Partner hereby agrees that,
-----------------------
unless otherwise authorized by the affirmative vote of Partners owning 85% or
more of the total number of Units owned by all Partners (other than such
Partner), the Partner shall not engage in, carry on, represent, or have a
financial interest in, either directly or indirectly, individually, as a member
of a partnership, joint venture, or limited liability company, equity owner,
shareholder, investor, manager, or otherwise, any activity that competes with
the Partnership's business and activities as defined above in Section 1.4 of
this Agreement. For this purpose, a Partner shall not be treated as engaging in
an activity solely by reason of (i) owning an equity interest of less than 5% of
the capital and profits of a corporation, partnership, or other entity, or (ii)
owning a debt obligation of any such entity, provided that such debt obligation
entitles such Partner to receive only interest that is fixed or varies by
reference to an index or formula that is not based on the value or results of
operations of such entity. Except as provided in this Section 8.2, this
Agreement does not restrict the Partner's opportunities or ability to compete
with the Partnership or each other with respect to their business activities.

8.2.1 Time Limitations. The limitations set forth in this Section 8.2
----------------
shall be applicable to each Partner while such Partner continues as a Partner of
the Partnership, and for a period of two years thereafter.

8.2.2 Geographic Limitations. The limitations set forth in this
----------------------
Section 8.2 shall be applicable within the geographic regions covered by the
Beaumont and Lufkin BTAs referenced above in Section 1.4.

8.2.3 Affiliates. The limitations set forth in this Section 8.2 are
----------
applicable to each of the Affiliates of each Partner, and each Partner shall
cause each of its Affiliates to comply fully with these limitations.

8.2.4 Non-Solicitation and Non-Interference. Each Partner covenants
-------------------------------------
and agrees that it shall not take any action to solicit any customer of the
Partnership in order to effect the termination of any contract between the
customer and the Partnership, or otherwise interfere with a business
relationship of the Partnership (including any employment or consulting
relationship), that relates in any way to the business and purpose of the
Partnership.

22
<PAGE>

8.2.5 Separate Agreements. Each Partner acknowledges and agrees that
-------------------
the agreements set forth in this Section 8.2 each constitute separate agreements
independently supported by good and adequate consideration and shall be
severable from the other provisions of, and shall survive, this Agreement. The
existence of any claim or cause of action of any Partner against any other
Partner or the Partnership, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement of the covenants and
agreements of such Partner contained in this Section 8.2.

8.2.6 Limitations Reasonable; Reformation. Each Partner agrees that
-----------------------------------
the limitations set forth herein on its rights to compete with the Partnership
as set forth in this Section 8.2 are reasonable and necessary for the protection
of the Partnership. In this regard, each Partner specifically agrees that the
limitations as to period of time and geographic area, as well as all other
restrictions on its activities specified herein, are reasonable and necessary
for the protection of the Partnership. Each Partner agrees that, in the event
that the provisions of this Section 8.2 should ever be deemed to exceed the
scope of business, time or geographic limitations permitted by applicable law,
such provisions shall be and are hereby reformed to the maximum scope of
business, time or geographic limitations permitted by applicable law.

8.2.7 Injunctive Relief. Subject to Article XV of this Agreement,
-----------------
each Partner agrees that the remedy at law for any breach by it of this Section
8.2 will be inadequate and that the Partnership and the other Partners shall
each be entitled to injunctive relief.

SECTION 8.3 CONFIDENTIAL INFORMATION. Each Partner acknowledges that
------------------------
its officers, employees, agents and other representatives will be afforded
access to Confidential Information in connection with the Partner's involvement
with the Partnership, and that public disclosure of such Confidential
Information could have an adverse effect on the Partnership or the affected
Partner. Each Partner hereby covenants and agrees that, during the term of this
Agreement, and for a period of five years following the termination of this
Agreement, the Partner will hold in confidence the Confidential Information and
will not disclose it to any person except with the specific prior written
consent of the Partnership or effected Partner, as appropriate, or except as
otherwise expressly permitted by this Section 8.3 of this Agreement, as required
by court order or applicable law, or, solely with respect to Confidential
Information of the Partnership, as required by the disclosure requirements of
applicable federal or state securities laws. Each Partner acknowledges that the
provisions of this Section 8.3 are reasonable and necessary to prevent the
improper use or disclosure of the Confidential Information.

8.3.1 Scope of Application. Each Partner acknowledges and agrees that
--------------------
it is responsible for the actions or inaction of its officers, employees, agents
and other representatives for purposes of the limitations provided by this
Section 8.3, and shall take all appropriate steps to ensure compliance by its
officers, employees, agents and other representatives with the requirements of
this Section 8.3.

8.3.2 Trade Secrets. Any trade secrets of the Partnership, a Partner,
-------------
or any Affiliate thereof, will be entitled to all of the protections and
benefits under the common law of the State of Texas and any other applicable
law. If any information that the Partnership or a Partner

23
<PAGE>

deems to be a trade secret is found by a court of competent jurisdiction not to
be a trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for purposes of this
Agreement. Each Partner hereby waives any requirement that the Partnership or
another Partner submit proof of the economic value of any trade secret or post a
bond or other security.

8.3.3 Limitations and Exceptions. None of the foregoing obligations
--------------------------
and restrictions applies to any part of the Confidential Information that a
Partner demonstrates either (a) was known by the Partner prior to the date of
this Agreement, (b) was or became generally available to the public other than
as a result of a disclosure by the Partner, or (c) was made known to the Partner
on a nonconfidential basis from a source other than the Partnership or effected
Partner or its representatives or agents, provided that such source is not bound
by a confidentiality agreement with, or other obligation of secrecy to, the
Partnership, the effected Partner, or another party.

SECTION 8.4 COOPERATIVE POLICIES AND PRACTICES. Each Partner shall
----------------------------------
prepare, and distribute to each of its employees, contractors, and/or other
personnel, written policies, approved in advance by the Managing Partner,
pursuant to which its personnel are made aware of the existence of the
Partnership, are instructed to refrain from making any derogatory or negative
statements about or regarding any of the other Partners or the Partnership, or
any Affiliates thereof, in the course of carrying out their employment or
consulting responsibilities for the Partner, and are put on notice that any
deviation from the written policies will not be tolerated and will be dealt with
in an appropriate manner by the Partner.

SECTION 8.5 GOOD FAITH EFFORTS. Each Partner shall make good faith
------------------
efforts to comply with the duties, requirements, and obligations imposed on such
Partner pursuant to the terms and conditions of this Agreement and applicable
Contribution Agreements. Each Partner also shall, in connection with any
ownership or operational changes that occur or are made with respect to such
Partner, continue to perform its obligations under this Agreement and applicable
Contribution Agreements in good faith until the change is completed, and
otherwise use its best efforts to assure a smooth transition of operational and
other matters in connection with the change.

ARTICLE IX
ADDITIONAL PARTNERS

SECTION 9.1 ADMISSION RESTRICTIONS. No person shall be admitted to the
----------------------
Partnership as a Partner without the affirmative vote of Partners holding more
than 85% of the total number of Units then held by all Partners; provided,
however, that a Partner may transfer all, but not less than all, of its Units to
any Person directly or indirectly "controlling," "controlled by," or "under
common control" with such Partner at any time, and such Person shall be admitted
to the Partnership as a new Partner, without the need to obtain approval of any
other Partner. For this purpose, the terms "controlling," "controlled by," and
"under common control with" shall mean the ownership and possession, directly or
indirectly, of at least 80% of the beneficial interests in the Person or Partner
in question and the power to direct or cause the direction of the management and
policies of the Person or Partner in question.

24
<PAGE>

SECTION 9.2 UNITS; CAPITAL CONTRIBUTIONS. Upon the admission of an
----------------------------
additional Partner, other than pursuant to a transfer permitted by Section 9.1
or Section 10.6, the Partners shall, pursuant to Section 6.2(k), determine the
number of Units to be awarded to such Partner. Each additional Partner's
initial Capital Contribution shall be an amount equal to the product of (a) the
number of Units such Partner is awarded pursuant to this Section 9.2, multiplied
by (b) the average Gross Asset Value per Unit immediately prior to such
Partner's admission but after giving effect to the adjustments set forth in
subparagraph (ii) of the definition of "Gross Asset Value" in connection with
such admission. The initial Capital Contribution from each additional Partner
shall made concurrently with the admission of such Partner to the Partnership.
Additional Partners shall also make additional Capital Contributions pursuant to
Section 2.2 from time to time on the same basis as other Partners.

SECTION 9.3 ADMISSION REQUIREMENTS. No Person shall be admitted as an
----------------------
additional Partner unless such Person executes, acknowledges, and delivers to
the Partnership such instruments as the Managing Partner may deem necessary or
advisable to effect the admission of such Person as an additional Partner,
including (without limitation) the written acceptance and adoption by such
Person of the provisions of this Agreement and a Contribution Agreement.
Exhibit A shall be revised from time to time to reflect the admission of
- ---------
additional

Partners.

ARTICLE X
RIGHT TO TRANSFER UNITS, RIGHT OF FIRST REFUSAL,
TAG-ALONG RIGHTS, AND DRAG-ALONG RIGHTS

SECTION 10.1 GENERAL RIGHT TO TRANSFER UNITS. Except as otherwise
-------------------------------
provided below in this Article X and Article XI of this Agreement, a Partner may
Transfer all or any portion of the Partner's Units at any time to any Person
with or without the consent of any other Partner.

SECTION 10.2 RIGHT OF FIRST REFUSAL. If a Partner (the "Offering
----------------------
Partner") desires to sell or otherwise dispose of all or any portion of the
Offering Partner's interest in the Partnership pursuant to a Bona Fide Offer,
the Offering Partner shall give written notice (the "Offer Notice") to each of
the other Partners transmitting a copy of the Bona Fide Offer. The other
Partners shall have the sole and exclusive right (the "Right of First Refusal")
for a period of 45 days following the date on which the Offer Notice is given
(the "Offer Period") to elect to purchase from the Offering Partner, on the same
terms and conditions as are set forth in the Bona Fide Offer, all, but not less
than all, of the portion of the Offering Partner's interest in the Partnership
that is covered by the Offer Notice (the "Offered Interest"). The Right of
First Refusal may be exercised by any one or more of the other Partners by
delivery of written notice to the Offering Partner, with copies to the other
Partners, prior to the expiration of the Offer Period. In the event that one or
more of the other Partners timely elect to exercise the Right of First Refusal,
the electing Partners shall purchase the Offered Interest in proportion to the
respective interests that they own in the Partnership (disregarding the
interests in the Partnership owned by the Offering Partner and any non-electing
Partners), unless they otherwise mutually agree. In the event that none of the
other Partners timely elect to exercise the Right of First Refusal, the Offering
Partner shall be entitled to sell the Offered Interest pursuant to the Bona Fide
Offer, subject to the rights and obligations provided below by Section 10.3,
Section 10.4, Section 10.5, Section 10.6, and Section 10.7. The procedures set
forth

25
<PAGE>

in this Section 10.2 shall be repeated in the event that there is a material
change in the terms and conditions of the Bona Fide Offer, prior to the closing
of the sale or other disposition transaction pursuant to the Bona Fide Offer.
Should the Bona Fide Offer provide for the payment by the offeror to the
Offering Partner of consideration other than cash, the electing Partners shall
have the right to pay the fair market value of such consideration in cash
pursuant to this Section 10.2.

SECTION 10.3 RIGHT OF FIRST LOOK. If a Partner (the "Shopping Partner")
-------------------
desires to market (i.e., make an offer to sell or solicit an offer to purchase
or otherwise acquire) all or any portion of the Shopping Partner's interest in
the Partnership to one or more other Persons prior to receiving a Bona Fide
Offer for such interest that the Shopping Partner desires to accept, the
Shopping Partner must first offer to sell or otherwise dispose of the portion of
the Shopping Partner's interest in the Partnership that the Shopping Partner
will market to other Persons to the other Partners by giving written notice to
each of the other Partners setting forth the material terms and conditions of
the proposed sale transaction (the "Shopping Notice"). The other Partners shall
have the sole and exclusive right (the "Right of First Look") for a period of 45
days following the date on which the Shopping Notice is given (the "Shop
Period") to elect to purchase from the Shopping Partner, on the same terms and
conditions as are set forth in the Shopping Notice, all, but not less than all,
of the portion of the Shopping Partner's interest in the Partnership that is
covered by the Shopping Notice (the "Shopped Interest"). The Right of First
Look may be exercised by any one or more of the other Partners by delivery of
written notice to the Shopping Partner, with copies to the other Partners, prior
to the expiration of the Shop Period. In the event that one or more of the
other Partners timely elect to exercise the Right of First Look, the electing
Partners shall purchase the Shopped Interest in proportion to the respective
interests that they own in the Partnership (disregarding the interests in the
Partnership owned by the Shopping Partner and any non-electing Partners), unless
they otherwise mutually agree. In the event that none of the other Partners
timely elect to exercise the Right of First Look, the Shopping Partner shall be
entitled to market and sell the Shopped Interest to any one or more other
Persons on terms and conditions no less favorable to the Shopping Partner than
the terms and conditions set forth in the Shopping Notice, subject to the rights
and obligations provided below by this Section 10.3, Section 10.4, Section 10.5,
Section 10.6, and Section 10.7. Should the Shopping Notice provide for the
payment by the Shopping Partner of consideration other than cash, the electing
Partners shall have the right to pay the fair market value of such consideration
in cash pursuant to this Section 10.3.

10.3.1 Sale Notice. The Shopping Partner shall give each other
-----------
Partner written notice setting forth the material terms and conditions of any
transaction pursuant to which the Shopping Partner proposes to sell all or any
portion of the Shopped Interest to one or more other Persons at least 10 days
prior to the consummation of such transaction (the "Sale Notice"). In the event
that the Shopping Partner attempts or proposes to sell all or any portion of the
Shopped Interest to any one or more Persons on terms or conditions that are
materially less favorable to the Shopping Partner than the terms or conditions
set forth in the Shopping Notice, the other Partners shall have a Right of First
Refusal (exercisable pursuant to terms and conditions comparable to those set
forth above in Section 10.2 of this Agreement) to purchase the Shopped Interest
on the terms and conditions set forth in the Sale Notice.

10.3.2 Expiration of Shopping Notice. The Shopping Notice shall
-----------------------------
expire at the close of business on the last day of the sixth calendar month
following the month in which the Shop Period

26
<PAGE>

terminates. In the event that the Shopping Partner has not sold or entered into
a binding obligation to sell the Shopped Interest prior to expiration of the
Shopping Notice, the procedures set forth in this Section 10.3 shall be repeated
in the event that the Shopping Partner desires to continue marketing all or any
portion of the Shopped Interest.

10.3.3 Exception From Right of First Refusal. Except as otherwise
-------------------------------------
provided in this Section 10.3, the sale or other disposition of all or any
portion of a Partner's interest in the Partnership pursuant to this Section 10.3
shall not be subject to the Right of First Refusal provided above by Section
10.2 of this Agreement.

SECTION 10.4 TAG-ALONG RIGHTS. In the event that a sale or other
----------------
disposition of an Offered Interest or Shopped Interest would constitute a sale
or other disposition of 50% or more of the outstanding Units, or otherwise
constitute a Change of Control with respect to the Partnership, and none of the
other Partners has timely elected to exercise the Right of First Refusal or
Right of First Look , as applicable, then each other Partner can elect (by
delivery of written notice within the Offer Period or Shop Period, as
applicable, in accordance with Section 10.2 and Section 10.3, respectively) to
participate in the sale or other disposition transaction, and require, as a
condition to the closing of the transaction (the "Tag-Along Transaction"), that
the proposed purchaser(s) acquire, on the same terms and conditions as is set
forth for the Offered Interest in the Bona Fide Offer or as is given to the
Shopping Partner for the Shopped Interest, as applicable, a portion of the total
interest in the Partnership then held by such other Partner (the "Tag-Along
Interest") equal to a fraction thereof, the numerator of which is the interest
in the Partnership represented by the Offered Interest or Shopped Interest, as
applicable, and the denominator of which is the total interest in the
Partnership then held by the Offering Partner or Shopping Partner, as
applicable. If any other Partner timely elects to participate in the Tag-Along
Transaction, the Offering Partner or Shopping Partner, as applicable, shall not
effect the Tag-Along Transaction unless the proposed purchaser(s) agree to
acquire all of the Tag-Along Interests on the same terms and conditions as is
set forth for the Offered Interest in the Bona Fide Offer or as is given to the
Shopping Partner for the Shopped Interest, as applicable.

10.4.1 Execution of Agreements. In connection with the closing of a
-----------------------
Tag-Along Transaction, the other Partners who have timely elected to participate
in the transaction shall be obligated to execute such commercially reasonable
documents and instruments of conveyance with respect to the Tag-Along Interests
as may be necessary or appropriate to confirm and consummate the sale,
assignment, and transfer of the Tag-Along Interests to the purchaser(s) in the
Tag-Along Transaction, which may include such commercially reasonable and
appropriate representations, warranties, and covenants as the Offering Partner
or Shopping Partner, as applicable, shall be willing to execute on its behalf.

27
<PAGE>

SECTION 10.5 DRAG-ALONG RIGHTS. In the event that a sale or other
-----------------
disposition of an Offered Interest or Shopped Interest would constitute a sale
or other disposition of 50% or more of the outstanding Units, or otherwise
constitute a Change of Control with respect to the Partnership, and none of the
other Partners has timely elected to exercise the Right of First Refusal or
Right of First Look, as applicable, then the Offering Partner or Shopping
Partner, as applicable, can elect (by delivery of written notice to the other
Partners within 30 days after the expiration of the Offer Period or Shop Period,
as applicable) to require each other Partner that has not timely elected to
participate in the sale or other disposition transaction pursuant to Section
10.4 to participate in the sale or other disposition transaction, and require,
as a condition to the closing of the transaction (the "Drag-Along Transaction"),
that each such other Partner sell or dispose, on the same terms and conditions
as is set forth for the Offered Interest in the Bona Fide Offer or as is given
to the Shopping Partner for the Shopped Interest, as applicable, a portion of
the total interest in the Partnership then held by such other Partners (the
"Drag-Along Interest") equal to a fraction thereof, the numerator of which is
the interest in the Partnership represented by the Offered Interest or Shopped
Interest, as applicable, and the denominator of which is the total interest in
the Partnership then held by the Offering Partner or Shopping Partner, as
applicable. Notwithstanding the foregoing, such other Partners shall not be
required to participate in the Drag-Along Transaction unless the proposed
purchaser(s) agree to acquire all of the Drag-Along Interests on the same terms
and conditions as is set forth for the Offered Interest in the Bona Fide Offer
or as is given to the Shopping Partner for the Shopped Interest, as applicable.

10.5.1 Execution of Agreements. In connection with the closing of a
-----------------------
Drag-Along Transaction, the other Partners participating in the transaction
pursuant to this Section 10.5 shall be obligated to execute such commercially
reasonable documents and instruments of conveyance with respect to the Drag-
Along Interests as may be necessary or appropriate to confirm and consummate the
sale, assignment, and transfer of the Drag-Along Interests to the purchaser(s)
in the Drag-Along Transaction, which may include such commercially reasonable
and appropriate representations, warranties, and covenants as the Offering
Partner or Shopping Partner, as applicable, shall be willing to execute on its
behalf.

SECTION 10.6 ADMISSION RESTRICTIONS. A Person acquiring an interest in
----------------------
the Partnership pursuant to this Article X shall be admitted to the Partnership
as a new Partner only upon (i) the closing of the contemplated transaction in
the manner permitted by Section 10.2, Section 10.3, Section 10.4, and Section
10.5 and (ii) such Person's execution, acknowledgment, and delivery to the
Partnership of such instruments as the Managing Partner may deem necessary or
advisable to effect the admission of such Person as an additional Partner,
including (without limitation) the written acceptance and adoption by such
Person of the provisions of this Agreement.

SECTION 10.7 ADDITIONAL MATTERS.
------------------

10.7.1 Remedies. In the event that a Partner (including an Offering
--------
Partner or Shopping Partner) violates, or attempts to threatens to violate, the
requirements of this Article X, the other Partners shall, to the extent
permitted by applicable law, be entitled to (i) obtain injunctive relief, (ii)
obtain a decree compelling specific performance, and/or (iii) obtain any other
remedy legally allowed to them.

28
<PAGE>

10.7.2 Transaction Void. If an interest in the Partnership
----------------
(including an Offered Interest, a Shopped Interest, a Tag-Along Interest, or a
Drag-Along Interest) that is covered by this Article X is purportedly sold,
assigned, transferred, or otherwise disposed of in a transaction that is not in
compliance with the requirements of this Article X, such purported sale,
assignment or transfer shall be void and have no force or effect.

10.7.3 Confidentiality and Non-Disclosure. Each Partner agrees that
----------------------------------
each Bona Fide Offer, Offer Notice, Shopping Notice, Sale Notice, the
information contained in any of the foregoing, and the fact that discussions or
negotiations are taking place with respect to transactions which are the subject
thereof and the content of such discussions or negotiations (the "Confidential
Transaction Information") received by it or any of its Representatives (as
defined below) from any other Partner or any of the Representatives of any other
Partner will be kept confidential by it, and will not be disclosed to any Person
other than to such Partner's Representatives as permitted hereby or to one or
more other Partners or their Representatives, without either the prior written
consent of the Partner from which the same was received or as otherwise
permitted by this Section 10.7.3. Confidential Transaction Information does not
include information which is or becomes generally available to the public other
than as a result of a disclosure by a Partner or its Representatives in
violation of the provisions of this Section 10.7.3. A Partner may disclose
Confidential Transaction Information to its directors, officers, employees,
attorneys, accountants, lenders and other advisors (the "Representatives") who
need to know the Confidential Transaction Information, are advised of the
provisions of this Section 10.7.3 prior to disclosure of the Confidential
Transaction Information to any of them, and who agree prior to their receipt of
the Confidential Transaction Information to comply with the provisions of this
Section 10.7.3. Each Partner shall be responsible for any breach of the
provisions of this Section 10.7.3 by any of its Representatives. Each Partner
agrees that it shall use, and shall cause its Representatives to use, the
Confidential Transaction Information solely for purposes of exercising the
rights of the Partner under this Article X of this Agreement. Each Partner
further agrees and acknowledges that a disclosing Partner shall be entitled to
injunctive relief for a breach or threatened breach of the provisions of this
Section 10.7.3 by any other Partner or the Representatives of any other Partner.

ARTICLE XI
RETIRING EVENTS

SECTION 11.1 RETIRING EVENT. For purposes of this Agreement, "Retiring
--------------
Event" means, with respect to any Partner, the first to occur of (a) the
Bankruptcy of such Partner, or (b) the Withdrawal of such Partner in compliance
with the requirements of Section 11.2. Upon the occurrence of a Retiring Event,
the Partnership shall continue without dissolution, and the Retiring Partner
shall cease to be a Partner and shall have no further right to participate in
the Partnership's business, Profits, Losses, or distributions, nor any further
rights or interests in or to the Partnership Property (including, without
limitation, any cash, accounts receivable, or work in process), but shall have
only the rights provided in this Article XI.

SECTION 11.2 WITHDRAWAL. Except as otherwise provided in this Section
----------
11.2, a Partner may withdraw from the Partnership at any time by (i) giving
written notice stating the effective date of such withdrawal to the Partnership
and to every other Partner at least 180 Business

29
<PAGE>

Days prior to such stated effective date ("Notice of Withdrawal"), and (ii)
complying with the requirements of this Section 11.2.

11.2.1 Time Restrictions. A Partner may not withdraw from the
-----------------
Partnership at any time prior to the close of business on the later to occur of
(i) January 1, 2003, or (ii) the last day of the 24th month following the month
in which such Partner becomes a Partner in the Partnership, without the
unanimous consent of all other Partners.

11.2.2 Financial Restrictions. A Partner may withdraw from the
----------------------
Partnership, and a Notice of Withdrawal will be considered effective for purpose
of triggering a Withdrawal under this Section 11.2, only if, as of the close of
business on the last day of the calendar quarter immediately preceding the
calendar quarter in which the Withdrawal is to be effective as specified in the
Notice of Withdrawal, the principal amount of the Partnership's Long-Term Debt
is no greater than 6 times (i.e., 600% of) the aggregate amount of the
Partnership's Operating Cash Flow for the four calendar quarters immediately
preceding the calendar quarter in which the Notice of Withdrawal is to be
effective [Long-Term Debt (6 x Operating Cash Flow for the four preceding
calendar quarters)].

11.2.3 Required Consents. A Partner may not withdraw from the
-----------------
Partnership unless and until the Partnership has obtained consents from all
creditors of the Partnership and other Persons whose consent to the Withdrawal
would be required in order to avoid having the Withdrawal and payment of the
Redemption Price constitute a default under the Partnership's agreements with
such creditors and/or other Persons. The Managing Partner and other Partners
shall use commercially reasonable efforts to obtain all such consents upon
receipt of a Notice of Withdrawal.

SECTION 11.3 REDEMPTION PRICE. The "Redemption Price" of a Retiring
----------------
Partner's interest in the Partnership shall be an amount equal to the Net Equity
of the Retiring Partner's interest in the Partnership as of the last day of the
month preceding the month during which the Retiring Event occurs, less any
Partnership distributions to the Retiring Partner after such day. The accounting
firm regularly employed by the Partnership shall give notice of the Redemption
Price to the Partnership and the Retiring Partner as soon as reasonably
possible.

SECTION 11.4 CLOSING AND PAYMENT OF THE REDEMPTION PRICE.
-------------------------------------------

11.4.1 Closing. The closing of the redemption of the Retiring
-------
Partner's interest in the Partnership otherwise permitted pursuant to this
Article XI shall occur on the date specified in the Notice of Withdrawal, or on
such other day as the Retiring Partner and the Managing Partner mutually agree
(the "Closing Date"); provided, however, that in the event the redemption is
triggered by a Bankruptcy of the Retiring Partner, the Closing Date shall occur
no later than the 30th day following the day that the notice of the Redemption
Price of the Retiring Partner's interest is given pursuant to Section 11.3.

11.4.2 Terms of Payment. At the election of the Partnership, the
----------------
Redemption Price shall be paid pursuant to either of the following alternative
methods (the "Redemption Payments"): (A) cash on the Closing Date in an amount
equal to 80% of the Redemption Price; or (B)(i) cash on the Closing Date in an
amount equal to 20% of the Redemption Price, and (ii) the issuance by the
Partnership of a promissory note for the remaining 80% of the Redemption Price,
the terms of which

30
<PAGE>

shall (a) require payment in equal annual installments on the next four
consecutive anniversaries of the Closing Date, (b) require the accrual of
interest on the unpaid portion of the promissory note at the Prime Rate in
effect on the Closing Date, compounded semi-annually from the Closing Date,
adjusted thereafter on the first day of each January and July, (c) require the
payment of all such interest accrued through the date on which each installment
under the promissory note is due simultaneously with each such installment, (d)
provide that the promissory note is unsecured or, at the election of the
Retiring Partner, secured solely by the portion of the redeemed interest in the
Partnership equal to the unpaid principal portion of the Redemption Price (with
no voting rights prior to a default under the promissory note), and (e) provide
such other commercially reasonable terms and conditions as are customary and
appropriate for transactions of this kind. The receipt by the Retiring Partner
of the Redemption Payments shall be deemed to be payment in full satisfaction of
all of the Retiring Partner's rights, title and interest pertaining to the
redeemed interest in the Partnership.

11.4.3 Execution of Agreements. On the Closing Date, the Partnership
-----------------------
and the Retiring Partner shall execute such commercially reasonable documents
and instruments of conveyance as may be necessary or appropriate to confirm the
redemption of the Retiring Partner's interest in the Partnership, and the
Withdrawal of the Retiring Partner as a Partner as of the Closing Date.

SECTION 11.5 NET EQUITY.
----------

11.5.1 Definition. The "Net Equity" of a Partner's interest, as of
----------
any day, shall be the amount that would be distributed to such Partner in
liquidation of the Partnership pursuant to Article XII if (a) the Gross Asset
Values of Partnership assets were adjusted to reflect the fair market value of
the Partnership assets as set forth in subparagraph (ii) of the definition of
"Gross Asset Value", (b) all of the Partnership's assets were sold for their
Gross Asset Values, as so adjusted, (c) the Partnership paid its accrued, but
unpaid, debts and liabilities, including all taxes, costs, and other expenses
associated with the sale, and established reserves pursuant to Section 12.3 for
the payment of reasonably anticipated contingent or unknown liabilities, and (d)
the Partnership distributed the remaining proceeds to the Partners in
liquidation, all as of such day; provided, however, that in determining such Net
Equity, no reserve for contingent or unknown liabilities shall be taken into
account if such Partner (or such Partner's successor in interest) agrees in
writing to indemnify the Partnership and all other Partners for that portion of
any reserve as would be treated as having been withheld pursuant to Section 12.3
from the distribution such Partner otherwise would have received pursuant to
Section 12.2 if no such reserve were established.

11.5.2 Determination. The Net Equity of a Partner's interest shall
-------------
be determined, without audit or certification, from the books and records of the
Partnership by the accounting firm regularly employed by the Partnership, and
the amount of such Net Equity shall be disclosed to the Partnership and each of
the Partners by written notice. The Net Equity determination of such accountants
shall be final and binding in the absence of a showing of gross negligence or
willful misconduct.

31
<PAGE>

SECTION 11.6 EXCLUSIVE OBLIGATIONS AND RELEASE. The obligations of the
---------------------------------
Partnership set forth in this Article XI shall constitute the entire obligation
owed by the Partnership to a Retiring Partner, and the Retiring Partner shall
have no other rights, claims, or interests against or with respect to the
Partnership or the remaining Partners in connection with a Retiring Event.
Except with respect to such obligations of the Partnership, the Retiring
Partner, and each of such Retiring Partner's heirs, successors, assigns,
personal representatives, executors, and attorneys (collectively, the
"Releasors"), HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE the Partnership and
the remaining Partners, and their respective officers, directors, agents,
employees, heirs, successors, assigns, personal representatives, executors,
attorneys, and accountants (collectively, the "Releasees"), from all Expenses or
any other relief, and from all obligations, promises, judgments, contracts or
executions of any nature, whether or not now known, accrued or unaccrued, in law
or in equity, claims arising under tort, contract or statute that any of the
Releasors has or may ever have had against the Releasees arising out of,
relating to, or touching upon the Partnership, this Agreement or any agreement
executed in connection herewith or with the Partnership, including without
limitation (i) any claim relating to any breach of fiduciary duty by any
Releasee, (ii) any claim relating to any contravention or failure to comply with
this Agreement by any Releasee, or (iii) any other claim, liability, or
obligation arising out of, relating to, or touching upon the Partnership, this
Agreement or any agreements executed in connection herewith. IT IS THE EXPRESS
INTENTION OF THE RELEASORS TO GIVE THE FOREGOING RELEASE NOTWITHSTANDING THE
ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY RELEASEE.

ARTICLE XII
DISSOLUTION AND WINDING UP

SECTION 12.1 LIQUIDATING EVENTS. The Partnership shall dissolve and
------------------
commence winding up and liquidating upon the first to occur of any of the
following ("Liquidating Events"):

(a) the affirmative vote of Partners holding more than 85% of the
total number of Units then held by all Partners to dissolve, wind up, and
liquidate the Partnership;

(b) the happening of any other event that makes it unlawful or
impossible to carry on the business of the Partnership; or

The Partners hereby agree that, notwithstanding any provision of the Act, the
Partnership shall not dissolve prior to the occurrence of a Liquidating Event.
If it is determined, by a court of competent jurisdiction, that the Partnership
has dissolved prior to the occurrence of a Liquidating Event, the Partners
hereby agree to continue the business of the Partnership without a winding up or
liquidation.

SECTION 12.2 WINDING UP. Upon the occurrence of a Liquidating Event, the
---------
Partnership shall continue solely for the purpose of winding up its affairs in
an orderly manner, liquidating its assets, and satisfying the claims of its
creditors and Partners and no Partner shall take any action that is inconsistent
with, or not necessary to or appropriate for, winding up the Partnership's
business and affairs. To the extent not inconsistent with the foregoing, all
covenants

32
<PAGE>

contained in this Agreement and obligations provided for in this Agreement shall
continue to be fully binding on the Partners until such time as the Partnership
Property has been distributed pursuant to this Section 12.2 and the Partnership
has terminated. The Managing Partner shall be responsible for overseeing the
winding up and liquidation of the Partnership, shall take full account of the
Partnership's liabilities and Partnership Property, shall cause the Partnership
Property to be liquidated as promptly as is consistent with obtaining the fair
value thereof, and shall cause the proceeds therefrom, to the extent sufficient
therefor, to be applied and distributed in the following order:

(a) First, to creditors other than Partners in satisfaction of all of
the Partnership's debts and liabilities to such creditors other than liabilities
for which reasonable provision for payment has been made and liabilities for
distributions under the Act;

(b) Second, to the Partners in satisfaction of all of the
Partnership's debts and liabilities to Partners other than liabilities for which
reasonable provision for payment has been made; and

(c) The balance, if any, to the Partners in accordance with their
positive Capital Accounts, after giving effect to all contributions,
distributions, and allocations for all periods.

No Partner shall receive any additional compensation for any services performed
pursuant to this Article XII. Each Partner acknowledges and agrees that the
provisions of this Section 12.2 regarding the priority of distributions of the
assets of the Partnership to be made upon its liquidation shall supersede any
other rights that the Partner may have with respect thereto, hereby expressly
waives any rights which the Partner, as a creditor of the Partnership, might
otherwise have under the Act to receive distributions of assets pari passu with
---- -----
the other creditors of the Partnership in connection with a distribution of
assets of the Partnership in satisfaction of any liability of the Partnership,
and hereby subordinates any such rights to the rights of such creditors.

SECTION 12.3 COMPLIANCE WITH CERTAIN REQUIREMENTS. In the event the
------------------------------------
Partnership is "liquidated" within the meaning of Regulations Section 1.704-
1(b)(2)(iii)(g), (a) distributions shall be made pursuant to this Article XIII
to the Partners who have positive Capital Accounts in compliance with
Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any Partner's Capital
Account has a deficit balance (after giving effect to all contributions,
distributions, and allocations for all taxable years, including the taxable year
during which such liquidation occurs), such Partner shall contribute to the
capital of the Partnership the amount necessary to restore such deficit balance
to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). With
the approval of the Partners, a pro rata portion of the distributions that would
otherwise be made to the Partners pursuant to Section 12.2(c) may be:

(a) distributed to a trust established for the benefit of the Partners
solely for the purposes of liquidating Partnership Property, collecting amounts
owed to the Partnership, and paying any contingent or unforeseen liabilities or
obligations of the Partnership or of the Partners arising out of or in
connection with the Partnership; provided, however, that the assets of any such
trust may be distributed to the Partners from time to time, in the reasonable
discretion of the Partners, in the same proportions as the amount distributed to
such trust by the Partnership would otherwise have been distributed to the
Partners pursuant to Section 12.2(c); or

33
<PAGE>

(b) withheld to provide a reasonable reserve for Partnership
liabilities (contingent or otherwise) and to allow for the collection of the
unrealized portion of any installment obligations owed to the Partnership;
provided, however, that such withheld amounts shall be distributed to the
Partners as soon as practicable.

The portion of the distributions that would otherwise have been made to each of
the Partners that is instead distributed to a trust pursuant to Section 12.3(a)
or withheld to provide a reserve pursuant to Section 12.3(b) shall be determined
in the same manner as the expense or deduction would have been allocated if the
Partnership had realized an expense equal to such amounts immediately prior to
distributions being made pursuant to Section 12.2.

SECTION 12.4 DEEMED DISTRIBUTION AND RECONTRIBUTION. In the event the
--------------------------------------
Partnership is liquidated within the meaning of Regulations Section 1.704-
1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership Property
shall not be liquidated, the Partnership's liabilities shall not be paid or
discharged, and the Partnership's affairs shall not be wound up. Instead, the
Partnership shall be deemed to have distributed the Partnership Property in-kind
to the Partners, who shall be deemed to have assumed and taken subject to all
Partnership liabilities, all in accordance with their respective Capital
Accounts and if any Partner's Capital Account has a deficit balance (after
giving effect to all contributions, distributions and allocations for all
taxable years, including the taxable year during which such liquidation occurs),
such Partner shall contribute to the capital of the Partnership the amount
necessary to restore such deficit balance to zero in compliance with Regulations
Section 1.704-1(b)(2)(ii)(b)(3). Immediately thereafter, the Partners shall be
deemed to have recontributed the Partnership Property in-kind to the
Partnership, which shall be deemed to have assumed and taken subject to all such
liabilities.

SECTION 12.5 RIGHTS OF PARTNERS. Each Partner shall look solely to the
------------------
assets of the Partnership for the return of his Capital Contributions and shall
have no right or power to demand or receive property other than cash from the
Partnership. No Partner shall have priority over any other Partner as to the
return of his Capital Contributions, distributions, or allocations.

SECTION 12.6 NOTICE OF DISSOLUTION. In the event a Liquidating Event
---------------------
occurs, or an event occurs that would, but for provisions of Section 12.1,
result in a dissolution of the Partnership, the Partnership shall, within 30
days thereafter, (a) provide written notice thereof to each of the Partners and
to all other parties with whom the Partnership regularly conducts business, and
(b) publish notice of such dissolution in a newspaper of general circulation in
each place in which the Partnership regularly conducts business.

34
<PAGE>

ARTICLE XII
BOOKS, RECORDS, AND ACCOUNTING

SECTION 13.1 MAINTENANCE OF BOOKS AND RECORDS. The Partnership shall
--------------------------------
maintain at its principal place of business separate books of account for the
Partnership which shall show, in accordance with GAAP, a true and accurate
record of all costs and expenses incurred, all charges made, all credits made
and received, and all income derived in connection with the conduct of the
Partnership and the operation of the Partnership business in accordance with
this Agreement.

SECTION 13.2 ACCOUNTING MATTERS.
------------------

13.2.1 Accrual Method. The Partnership shall use the accrual
--------------
method of accounting in preparation of its annual reports and for tax purposes
and shall keep its books accordingly.

13.2.2 Certain Amounts Paid to Partners. All amounts payable
--------------------------------
under any agreement between the Partnership on the one hand and the Partners or
their Affiliates on the other hand shall be treated as occurring between the
Partnership and a Person who is not a Partner within the meaning of Section
707(a)(1) of the Code and such amounts payable by the Partnership to any Partner
or its Affiliates shall be considered an expense or capital cost, as the case
may be, of the Partnership for income tax and financial reporting purposes, and
shall not be considered a distribution to such Partner including, without
limitation, in maintaining such Partner's Capital Account, and any such amounts
payable by any Partner or its Affiliates to the Partnership shall not be
considered a contribution to the Partnership, including, without limitation, in
maintaining such Partner's Capital Account.

SECTION 13.3 ACCESS TO BOOKS AND RECORDS. Any Partner, or any agents or
---------------------------
representatives of any Partner, at the Partner's own expense and without notice
to any other Partner, may examine, copy and audit the books and records of the
Partnership and make copies of and abstracts from the financial and operating
records and books of account of the Partnership, and discuss the affairs,
finances and accounts of the Partnership with the independent accountants of the
Partnership, all at such reasonable times and as often as such Partner or any
agents or representatives of such Partner may reasonably request. The rights
granted to a Partner pursuant to this Section 13.3 are expressly subject to
compliance by such Partner with the confidentiality procedures and guidelines of
the Partnership, as such procedures and guidelines may be established from time
to time.

SECTION 13.4 FINANCIAL REPORTS. Within 45 days after the end of each
-----------------
Fiscal Quarter, and within 90 days after the end of each Fiscal Year, the
Partnership shall provide each Partner with a copy of the balance sheet of the
Partnership as of the last day of such Fiscal Quarter or Fiscal Year, as
applicable, a statement of the Partnership's cash flow for such Fiscal Quarter
(including year-to-date information) or Fiscal Year, as applicable, a statement
of income or loss for the Partnership for such Fiscal Quarter (including year-
to-date information) or Fiscal Year, as applicable, and a statement of the
Partners' Capital Accounts and changes therein for such Fiscal Quarter
(including year-to-date information) or Fiscal Year, as applicable. Such
financial reports shall be prepared in accordance with GAAP and reviewed by the
Partnership's accountants;

35
<PAGE>

provided, however, that the reports for each Fiscal Year shall be audited
reports prepared by the Partnership's accountants.

SECTION 13.5 TAX MATTERS.
-----------

13.5.1 Tax Elections. The Tax Matters Partner is authorized
-------------
to make any and all elections for federal, state, local and foreign tax purposes
including, without limitation, any election, if permitted by applicable law: (i)
with the consent of all of the Partners, to adjust the basis of Partnership
Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable
provisions of state, local or foreign law, in connection with Transfers of
Partnership interests and Partnership distributions; (ii) with the consent of
all of the Partners, to extend the statute of limitations for assessment of tax
deficiencies against Partners with respect to adjustments to the Partnership's
federal, state, local or foreign tax returns; and (iii) to the extent provided
in Code Sections 6221 through 6231, to represent the Partnership and the
Partners before taxing authorities or courts of competent jurisdiction in tax
matters affecting the Partnership and the Partners in their capacities as
Partners, and to file any tax returns and execute any agreements or other
documents relating to or affecting such tax matters, including agreements or
other documents that bind the Partners with respect to such tax matters or
otherwise affect the rights of the Partnership and the Partners; provided,
however, that the Tax Matters Partner shall not, without the consent of all of
the Partners, do any of the following: (a) enter into a settlement agreement
with the Internal Revenue Service which purports to bind Partners other than the
Managing Partner; (b) file a petition as contemplated in Section 6226(a) or 6228
of the Code, (c) intervene in any action as contemplated by Section 6226(b) of
the Code, or (d) file any request contemplated by Section 6227(b) of the Code.
The Tax Matters Partner is specifically authorized to act in such capacity on
behalf of the Partnership under the Code and in any similar capacity under state
or local law.

13.5.2 Tax Returns. The Partnership shall furnish each Partner
-----------
with a copy of each income tax return filed by the Partnership, together with
any schedules or other information which each Partner may require in connection
with such Partner's own tax affairs.

SECTION 13.6 BANKING. All funds of the Partnership shall be deposited in
-------
the Partnership's name, in such account or accounts with banks the deposits of
which are insured by the FDIC as may be approved by the Managing Partner;
provided, however, that the Managing Partner may elect to deposit all or a
portion of the funds standing in the Partnership reserves in interest-bearing
accounts with, or apply such funds to purchase short-term interest-bearing
investments issued or guaranteed as to payment by, such banks or other financial
institutions the deposits of which are insured by the FDIC, or the United States
(or its agencies or instrumentalities). Withdrawals of funds from Partnership
accounts shall be made on such signature or signatures as the Managing Partner
may approve from time to time.

ARTICLE XIV
DISPUTE RESOLUTION

SECTION 14. AGREEMENT TO USE PROCEDURE. The Partners have entered into
--------------------------
this Agreement in good faith and in the belief that it is mutually advantageous
to them. It is with that same spirit of cooperation that they pledge to attempt
to resolve any dispute amicably without the

36
<PAGE>

necessity of litigation. Accordingly, if a dispute arises between or among them
and/or the Partnership relating to this Agreement (a "Dispute"), they will first
utilize the procedures specified in this Article XVI (the "Procedure") prior to
the commencement of any legal action; provided, however, that the use of this
Procedure shall not be required prior to seeking and obtaining either a
temporary restraining order or preliminary injunction pursuant to Section 8.2.7
or Section 10.7.3 of this Agreement (but shall be required prior to seeking and
obtaining a permanent injunction pursuant to Section 8.2.7 or Section 10.7.3 so
long as any temporary restraining order or preliminary injunction remains in
effect).

SECTION 14.2 INITIATION OF PROCEDURE. The Partner(s) seeking to initiate
-----------------------
the Procedure (the "Initiating Party") shall give written notice to the other
Partners setting forth a general description of the nature of the Dispute, the
Initiating Party's claim for relief, and the identity of one or more individuals
with authority to settle the Dispute on behalf of the Initiating Party. The
Partner(s) receiving such notice (the "Responding Party") shall have five
business days within which to designate by written notice to the Initiating
Party one or more individuals with authority to settle the Dispute on behalf of
the Responding Party. The individuals so designated by the Initiating Party and
the Responding Party shall be known as the "Authorized Individuals."

SECTION 14.3 DIRECT NEGOTIATIONS. The Authorized Individuals shall be
-------------------
entitled to make such investigation of the Dispute as they deem appropriate, but
agree to promptly, and in no event later than 30 days from the date of the
Initiating Party's written notice, meet to discuss in good faith a resolution of
the Dispute. The Authorized Individuals shall meet at such times and places and
with such frequency as they may agree. If the Dispute has not been resolved
within 30 days from the date of their initial meeting, the parties shall cease
direct negotiations and shall submit the Dispute to mediation in accordance with
the following provisions of this Article XIV.

SECTION 14.4 SELECTION OF MEDIATOR. After direct negotiations have
---------------------
ceased, the Authorized Individuals shall work together in good faith to select
one qualified attorney-mediator not affiliated with any of the parties. If the
Authorized Individuals are not able to agree on a mediator within five business
days from the date they cease direct negotiations, the Initiating Party and the
Responding Party each shall select a mediator (collectively, the "Preliminary
Mediators"). The Preliminary Mediators shall in turn select another mediator to
alone preside over the mediation of the Dispute.

SECTION 14.5 TIME AND PLACE FOR MEDIATION. In consultation with the
----------------------------
mediator selected, the parties shall promptly designate a mutually convenient
time and place for the mediation, and unless circumstances require otherwise,
such time to be not later than 45 days after selection of the mediator.

SECTION 14.6 EXCHANGE OF INFORMATION. In the event any Partner has
-----------------------
substantial need for information in the possession of another Partner and/or the
Partnership in order to prepare for the mediation, such Partner(s) and/or the
Partnership, as the case may be, shall attempt in good faith to agree on
procedures for the expeditious exchange of such information. If no agreement is
reached in this regard, the mediator shall decide on the appropriate procedures.

37
<PAGE>

SECTION 14.7 SUMMARY OF VIEWS. At least seven days prior to the first
----------------
scheduled session of the mediation, the Initiating Party and the Responding
Party shall each deliver to the mediator and to the other Partner(s) a concise
written summary of the facts concerning the matter in Dispute, and such other
matters required by the mediator. The mediator may also request, as the
mediator determines is appropriate, that a confidential issue paper be submitted
to the mediator by both or either of the Initiating Party and Responding Party.

SECTION 14.8 PARTIES TO BE REPRESENTED. In the mediation, the Initiating
-------------------------
Party and Responding Party shall be represented by an Authorized Individual and
may be represented by counsel. In addition, the Initiating Party and Responding
Party may, with permission of the mediator, bring such additional persons as
needed to respond to questions, contribute information and participate in the
negotiations.

SECTION 14.9 CONDUCT OF MEDIATION. The mediator shall determine the
--------------------
format for the meetings, designed to assure that both the mediator and the
Authorized Individuals have an opportunity to hear an oral presentation of each
party's views on the matter in dispute, and that the Authorized Individuals
attempt to negotiate a resolution of the matter in dispute, with or without the
assistance of counsel or others, but with the assistance of the mediator. To
this end, the mediator is authorized to conduct both joint meetings and separate
private caucuses with the Authorized Individuals. The mediation session shall
be private, and all information and statements shall remain confidential. The
mediator will keep confidential all information learned in private caucus with
any party unless specifically authorized by such party to make disclosure of the
information to the other party to the Dispute. The parties to the Dispute shall
keep confidential, and shall not use for any other purpose, all information and
statements obtained or made in the course of the mediation process. The parties
to the Dispute commit to participate in the proceedings in good faith with the
intention of resolving the Dispute if at all possible.

SECTION 14.10 TERMINATION OF PROCEDURE. The parties to the Dispute agree
------------------------
to participate in the mediation procedure to its conclusion. The mediation
shall be terminated (i) by the execution of a settlement agreement by the
parties to the Dispute, (ii) by a declaration of the mediator that the mediation
is terminated, or (iii) by a written declaration of a party to the Dispute to
the effect that the mediation process is terminated at the conclusion of one
full day's mediation session. Even if the mediation is terminated without a
resolution of the Dispute, the parties to the Dispute agree not to terminate
negotiations and not to commence any legal action or seek other remedies prior
to the expiration of five days following the mediation. Notwithstanding the
foregoing, any party may commence litigation within such five day period if
litigation could be barred by an applicable statute of limitations or in order
to request an injunction to prevent irreparable harm.

SECTION 14.11 FEES OF MEDIATOR, DISQUALIFICATION. The fees and expenses
----------------------------------
of the mediator shall be shared equally by the Initiating Party, on the one
hand, and the Responding Party, on the other hand. The mediator shall be
disqualified as a witness, consultant, expert or counsel for any party to the
Dispute with respect to the Dispute and any related matters.

SECTION 14.12 CONFIDENTIALITY. Mediation is a compromise negotiation for
---------------
purposes of the Federal and State Rules of Evidence and constitutes privileged
communication under Texas and Louisiana law. The entire mediation process is
confidential, and no stenographic, visual

38
<PAGE>

or audio record shall be made. All conduct, statements, promises, offers, views
and opinions, whether oral or written, made in the course of the mediation by
any party to the Dispute, their respective agents, employees, representatives or
other invitees and by the mediator are confidential and shall, in addition and
where appropriate, be deemed to be privileged. Such conduct, statements,
promises, offers, views and opinions shall not be discoverable or admissible for
any purposes, including impeachment, in any litigation or other proceeding
involving the parties to the Dispute, and shall not be disclosed to anyone not
an agent, employee, expert, witness, or representative of any of the parties to
the Dispute; provided, however, that evidence otherwise discoverable or
admissible is not excluded from discovery or admission as a result of its use in
the mediation.

ARTICLE XV
MISCELLANEOUS

SECTION 15.1 AMENDMENTS. Any provision of this Agreement may be amended
----------
from time to time upon the affirmative vote of Partners holding more than 60% of
the total number of Units then held by all Partners.

SECTION 15.2 ENTIRE AGREEMENT. This Agreement sets forth the entire
----------------
agreement among the parties with respect to the subject matter hereof, and
supersedes all prior agreements and understandings among the parties with
respect to the subject matter hereof.

SECTION 15.3 NOTICES. All notices, requests, demands, claims, and other
-------
communications pertaining to this Agreement ("Notices") must be in writing, must
be sent to the addressee at the address set forth in this Section, or at such
other address as the addressee has designated by a Notice given in the manner
set forth in this Section, and must be sent by telegram, telex, facsimile,
electronic mail, courier, or prepaid, certified U.S. mail. Notices will be
deemed given (a) when received if (i) sent by telegram, telex, electronic mail
or facsimile, and (ii) received between the hours of 8:00 a.m. and 5:00 p.m.,
local time of the destination address, on a business day (with confirmation of
completed transmission sufficing as prima facie evidence of receipt of a notice
sent by telex, telecopy, electronic mail, or facsimile), and (b) when delivered
and receipted for (or when attempted delivery is refused at the address where
sent) if sent by courier or by certified U.S. mail. Notices sent by telegram,
telex, electronic mail, or facsimile and received after 5:00 p.m. any day and
before 7:59 a.m. the next business day, local time of the destination address,
will be deemed given at 8:00 a.m. on such next business day. The addresses for
Notice are as follows:

Unwired: US Unwired Newco, Inc.
-------
Post Office Box 3709
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
Facsimile No.: (318) 497-3479
Telephone No.: (318) 436-9000
Attention: Thomas A. Henning

39
<PAGE>

Fort Bend: [Fort Bend Newco]
---------
1260 Pin Oak Road
Katy, Texas 77493
Facsimile No.: (281) 396-5524
Telephone No.: (281) 396-5759
Attention: George V. Head

XIT: XIT Leasing, Inc.
---
P.O. Box 2008
314 W Texas
Brazoria, Texas 77422
Facsimile No.: (409) 798-3005
Telephone No.: (409) 798-2121
Attention: Gilbert R. Rasco

SECTION 15.4 BINDING EFFECT. Every covenant, term, and provision of this
--------------
Agreement shall be binding upon and inure to the benefit of the Partners and
their respective heirs, legatees, legal representatives, successors,
transferees, and assigns.

SECTION 15.5 CONSTRUCTION. Every covenant, term, and provision of this
------------
Agreement shall be construed simply according to its fair meaning and not
strictly for or against any Partner. The terms of this Agreement are intended to
embody the economic relationship among the Partners and shall not be subject to
modification by, or be conformed with, any actions by the Internal Revenue
Service except as this Agreement may be explicitly so amended and except as may
relate specifically to the filing of tax returns.

SECTION 15.6 HEADINGS. Section and other headings contained in this
--------
Agreement are for reference purposes only and are not intended to describe,
interpret, define, or limit the scope, extent, or intent of this Agreement or
any provision hereof.

SECTION 15.7 SEVERABILITY. Except as provided in the succeeding
------------
sentence, every provision of this Agreement is intended to be severable, and if
any term or provision is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity or legality of the
remainder of this Agreement. The preceding sentence of this Section 15.7 shall
be of no force or effect if the consequence of enforcing the remainder of this
Agreement without such illegal or invalid term or provision would be to cause
any Partner to lose the benefit of its economic bargain.

SECTION 15.8 INCORPORATION BY REFERENCE. Every exhibit, schedule, and
--------------------------
other appendix attached to this Agreement and referred to herein is not
incorporated in this Agreement by reference unless this Agreement expressly
otherwise provides.

SECTION 15.9 FURTHER ACTION. Each Partner agrees to perform all further
--------------
acts and execute, acknowledge, and deliver any documents which may be reasonably
necessary, appropriate, or desirable to carry out the provisions of this
Agreement.

40
<PAGE>

SECTION 15.10 COUNTERPARTS. This Agreement may be executed in any number
------------
of counterparts with the same effect as if all of the Partners had signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.

SECTION 15.11 GOVERNING LAW. THE LAWS OF THE STATE OF LOUISIANA SHALL
-------------
GOVERN THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION OF ITS TERMS, AND THE
INTERPRETATION OF THE RIGHTS AND DUTIES OF THE PARTNERS.

[SIGNATURES ON NEXT PAGE]

41
<PAGE>

IN WITNESS WHEREOF, the parties have entered into this Agreement of
Partnership as of the date first above set forth.

US UNWIRED, INC.

By:_______________________________

Name:_____________________________

Title:____________________________

[FORT BEND NEWCO]

By:_______________________________

Name:_____________________________

Title:____________________________

XIT LEASING, INC.

By:_______________________________

Name:_____________________________

Title:____________________________

42
<PAGE>

EXHIBIT A

PARTNERSHIP AGREEMENT
OF

TEXAS UNWIRED
-------------

------------------------------------------------------------
PARTNER NAMES & ADDRESSES CAPITAL ACCOUNT UNITS
------------------------------------------------------------
US Unwired, Inc. $ __________ 80.0

Post Office Box 3709
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
------------------------------------------------------------
[Fort Bend Newco] $ __________ 15.0

2012 Avenue G
P.O. Box 1127
Rosenberg, Texas 77471
------------------------------------------------------------
XIT Leasing, Inc. $ __________ 5.0

------------------------------------------------------------

43
<PAGE>

EXHIBIT B

PARTNERSHIP AGREEMENT
OF

TEXAS UNWIRED

FORM OF CONTRIBUTION AGREEMENT

44
<PAGE>

PARTNERSHIP AGREEMENT

TEXAS UNWIRED
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
ARTICLE I THE PARTNERSHIP.............................................. 1
SECTION 1.1 FORMATION.............................................. 1
---------
SECTION 1.2 NAME................................................... 1
----
SECTION 1.3 ORGANIZATION........................................... 1
------------
SECTION 1.4 PURPOSE................................................ 1
-------
SECTION 1.5 PLACE OF BUSINESS...................................... 1
-----------------
SECTION 1.6 TERM................................................... 2
----
SECTION 1.7 TITLE TO PROPERTY...................................... 2
-----------------
SECTION 1.8 PAYMENTS OF INDIVIDUAL OBLIGATIONS..................... 2
----------------------------------
SECTION 1.9 TRANSACTIONS WITH PARTNERS............................. 2
--------------------------
SECTION 1.10 RECISSION.............................................. 2
---------

ARTICLE II DEFINITIONS.................................................. 2

ARTICLE III CAPITAL CONTRIBUTIONS; LOANS................................. 12
SECTION 3.1 PARTNERS............................................... 12
--------
SECTION 3.2 ADDITIONAL CAPITAL CONTRIBUTIONS....................... 12
--------------------------------
SECTION 3.3 WITHDRAWAL OF CAPITAL.................................. 12
---------------------
SECTION 3.4 LOANS.................................................. 13
-----

ARTICLE IV ALLOCATIONS.................................................. 13
SECTION 4.1 PROFITS AND LOSSES..................................... 13
------------------
SECTION 4.2 SPECIAL ALLOCATIONS.................................... 13
-------------------
SECTION 4.3 CURATIVE ALLOCATIONS................................... 14
--------------------
SECTION 4.4 OTHER ALLOCATION RULES................................. 15
----------------------
SECTION 4.5 CODE SECTION 704(c).................................... 15
-------------------

ARTICLE V PAYMENTS AND DISTRIBUTIONS................................... 16
SECTION 5.1 GUARANTEED PAYMENTS.................................... 16
-------------------
SECTION 5.2 PERIODIC DISTRIBUTIONS................................. 16
----------------------
SECTION 5.3 ESTIMATED TAXES........................................ 16
---------------
SECTION 5.4 AMOUNTS WITHHELD....................................... 16
----------------

ARTICLE VI MANAGEMENT................................................... 16
SECTION 6.1 GENERAL................................................ 16
-------
SECTION 6.2 SPECIAL CONSENT REQUIREMENTS........................... 16
----------------------------
SECTION 6.3 MANAGING PARTNER OBLIGATIONS........................... 18
----------------------------
SECTION 6.4 COMPENSATION........................................... 19
------------
SECTION 6.5 EXPENSES............................................... 19
--------
SECTION 6.6 MANAGING PARTNER TERM AND REMOVAL...................... 19
---------------------------------
SECTION 6.7 ELECTION OF MANAGING PARTNER........................... 20
----------------------------
SECTION 6.8 DUTY OF CARE: GOOD FAITH ACTIONS....................... 20
--------------------------------
SECTION 6.9 INDEMNIFICATION OF MANAGING PARTNER.................... 20
-----------------------------------
</TABLE>
<PAGE>

<TABLE>
<S> <C>
ARTICLE VII PARTNERSHIP MEETINGS......................................... 20
SECTION 7.1 GENERAL................................................ 20
-------
SECTION 7.2 MEETINGS............................................... 20
--------
SECTION 7.3 UNANIMOUS CONSENT...................................... 21
-----------------
SECTION 7.4 VOTE BY PROXY.......................................... 21
-------------
SECTION 7.5 EMERGENCY PROCEDURES................................... 21
--------------------
SECTION 7.6 RECORDS................................................ 21
-------
SECTION 7.7 RETIRING PARTNERS...................................... 21
-----------------

ARTICLE VIII RIGHTS AND DUTIES OF PARTNERS................................ 21
SECTION 8.1 DUTY OF LOYALTY........................................ 21
---------------
SECTION 8.2 COVENANT NOT TO COMPETE................................ 22
-----------------------
SECTION 8.3 CONFIDENTIAL INFORMATION............................... 23
------------------------
SECTION 8.4 COOPERATIVE POLICIES AND PRACTICES..................... 24
----------------------------------
SECTION 8.5 GOOD FAITH EFFORTS..................................... 24
------------------

ARTICLE IX ADDITIONAL PARTNERS.......................................... 24
SECTION 9.1 ADMISSION RESTRICTIONS................................. 24
----------------------
SECTION 9.2 UNITS; CAPITAL CONTRIBUTIONS........................... 24
----------------------------
SECTION 9.3 ADMISSION REQUIREMENTS................................. 25
----------------------

ARTICLE X RIGHT TO TRANSFER UNITS, RIGHT OF FIRST REFUSAL, TAG-ALONG
RIGHTS, AND DRAG-ALONG RIGHTS........................................ 25
SECTION 10.1 GENERAL RIGHT TO TRANSFER UNITS........................ 25
-------------------------------
SECTION 10.2 RIGHT OF FIRST REFUSAL................................. 25
----------------------
SECTION 10.3 RIGHT OF FIRST LOOK.................................... 26
-------------------
SECTION 10.4 TAG-ALONG RIGHTS....................................... 27
----------------
SECTION 10.5 DRAG-ALONG RIGHTS...................................... 27
-----------------
SECTION 10.6 ADMISSION RESTRICTIONS................................. 28
----------------------
SECTION 10.7 ADDITIONAL MATTERS..................................... 28
------------------

ARTICLE XI RETIRING EVENTS.............................................. 29
SECTION 11.1 RETIRING EVENT......................................... 29
--------------
SECTION 11.2 WITHDRAWAL............................................. 29
----------
SECTION 11.3 REDEMPTION PRICE....................................... 30
----------------
SECTION 11.4 CLOSING AND PAYMENT OF THE REDEMPTION PRICE............ 30
-------------------------------------------
SECTION 11.5 NET EQUITY............................................. 31
----------
SECTION 11.6 EXCLUSIVE OBLIGATIONS AND RELEASE...................... 31
---------------------------------

ARTICLE XII DISSOLUTION AND WINDING UP................................... 32
SECTION 12.1 LIQUIDATING EVENTS..................................... 32
------------------
SECTION 12.2 WINDING UP............................................. 32
----------
SECTION 12.3 COMPLIANCE WITH CERTAIN REQUIREMENTS................... 33
------------------------------------
SECTION 12.4 DEEMED DISTRIBUTION AND RECONTRIBUTION................. 33
--------------------------------------
SECTION 12.5 RIGHTS OF PARTNERS..................................... 34
------------------
</TABLE>
<PAGE>

<TABLE>
<S> <C>
SECTION 12.6 NOTICE OF DISSOLUTION.................................. 34
---------------------

ARTICLE XIII BOOKS, RECORDS, AND ACCOUNTING............................... 34
SECTION 13.1 MAINTENANCE OF BOOKS AND RECORDS....................... 34
--------------------------------
SECTION 13.2 ACCOUNTING MATTERS..................................... 34
------------------
SECTION 13.3 ACCESS TO BOOKS AND RECORDS............................ 35
---------------------------
SECTION 13.4 FINANCIAL REPORTS...................................... 35
-----------------
SECTION 13.5 TAX MATTERS............................................ 35
-----------
SECTION 13.6 BANKING................................................ 36
-------

ARTICLE XIV DISPUTE RESOLUTION........................................... 36
SECTION 14.1 AGREEMENT TO USE PROCEDURE............................. 36
--------------------------
SECTION 14.2 INITIATION OF PROCEDURE................................ 36
-----------------------
SECTION 14.3 DIRECT NEGOTIATIONS.................................... 36
-------------------
SECTION 14.4 SELECTION OF MEDIATOR.................................. 37
---------------------
SECTION 14.5 TIME AND PLACE FOR MEDIATION........................... 37
----------------------------
SECTION 14.6 EXCHANGE OF INFORMATION................................ 37
-----------------------
SECTION 14.7 SUMMARY OF VIEWS....................................... 37
----------------
SECTION 14.8 PARTIES TO BE REPRESENTED.............................. 37
-------------------------
SECTION 14.9 CONDUCT OF MEDIATION................................... 37
--------------------
SECTION 14.10 TERMINATION OF PROCEDURE............................... 38
------------------------
SECTION 14.11 FEES OF MEDIATOR, DISQUALIFICATION..................... 38
----------------------------------
SECTION 14.12 CONFIDENTIALITY........................................ 38
---------------

ARTICLE XV MISCELLANEOUS................................................ 38
SECTION 15.1 AMENDMENTS............................................. 38
----------
SECTION 15.2 ENTIRE AGREEMENT....................................... 38
----------------
SECTION 15.3 NOTICES................................................ 38
-------
SECTION 15.4 BINDING EFFECT......................................... 39
--------------
SECTION 15.5 CONSTRUCTION........................................... 39
------------
SECTION 15.6 HEADINGS............................................... 39
--------
SECTION 15.7 SEVERABILITY........................................... 40
------------
SECTION 15.8 INCORPORATION BY REFERENCE............................. 40
--------------------------
SECTION 15.9 FURTHER ACTION......................................... 40
--------------
SECTION 15.10 COUNTERPARTS........................................... 40
------------
SECTION 15.11 GOVERNING LAW.......................................... 40
-------------
</TABLE>
<PAGE>

EXHIBIT 10.16

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this "Agreement") made and entered into
effective as of ___________, 1999 (the "Effective Date"), by and between US
UNWIRED, INC., a Louisiana corporation ("Unwired"), FORT BEND TELEPHONE COMPANY,
a Texas corporation ("Fort Bend"), XIT LEASING, INC., a Texas corporation
("XIT"), and MERETEL COMMUNICATIONS LIMITED PARTNERSHIP, a Louisiana partnership
in commendam (the "Partnership"), acting through its undersigned general
partner, Wireless Management Corporation, a Louisiana corporation (the "General
Partner").

RECITALS
--------

WHEREAS, the Partnership was formed pursuant to the Articles of Partnership
in Commendam made and entered into as of July 26, 1995, as amended (the
"Articles of Partnership"), by and among the General Partner, Unwired, Fort
Bend, XIT, EATELCORP, Inc., a Louisiana corporation ("Eatel"), and Meretel
Wireless, Inc., a Louisiana corporation ("MWI");

WHEREAS, Unwired is a limited partner of the Partnership (and an affiliate
of Unwired is a shareholder of the General Partner); Fort Bend is a limited
partner of the Partnership (and an affiliate of Fort Bend is a shareholder of
the General Partner); XIT is a limited partner of the Partnership; Eatel is a
limited partner of the Partnership (and an affiliate of Eatel is a shareholder
of the General Partner); and MWI is no longer a partner in the Partnership;

WHEREAS, the Partnership entered into that certain management agreement
dated June 8, 1998 (the "Sprint PCS Management Agreement"), with Sprint
Spectrum, L.P., and SprintCom, Inc. (collectively, "Sprint") to manage and
construct a wireless personal communications service ("PCS") system in the
following five basic trading areas in which the Partnership had previously
obtained from the Federal Communications Commission (the "FCC") licenses to
construct and operate a PCS system pursuant to the FCC Block C auction (each, a
"BTA"): (1) BTA #034 Beaumont and BTA #265 Lufkin (collectively, the
"Beaumont/Lufkin BTAs"): and (2) BTA #032 Baton Rouge, BTA #236 Lafayette and
BTA #180 Hammond; and, pursuant to the Sprint PCS Management Agreement, the
Partnership took advantage of the FCC's offer for amnesty in the five BTAs by
returning the FCC licenses it previously obtained from the FCC to the FCC;

WHEREAS, prior to the Sprint PCS Management Agreement, Unwired was a
wholesaler of PCS services obtained from the Partnership and, pursuant to its
marketing and sales activities, developed and owned a base of PCS retail
customers (the "Unwired Customers"); and, pursuant to the Sprint PCS Management
Agreement and that certain Contribution Agreement dated effective as of August
1, 1998 (the "Unwired PCS Customer Agreement"), Unwired contributed the Unwired
Customers to the Partnership;

WHEREAS, the Partnership has entered into that certain Asset Purchase
Agreement dated April 7, 1999 by and between the Partnership and Pinnacle
Towers, Inc. ("Pinnacle"), as amended (the "Pinnacle APA"), that certain Master
Tower Lease dated ______________, 1999 by and between the Partnership and
Pinnacle, as amended (the "Pinnacle Lease"), and certain other
<PAGE>

agreements executed and delivered by the Partnership and certain other parties
relating thereto, pursuant to which the Partnership has agreed, upon
satisfaction of certain terms and conditions, to sell and lease back its radio
signal transmission towers, associated equipment, land, ground leases and leases
of tower space to tower tenants (collectively, the "Pinnacle Agreements").

WHEREAS, Unwired, Fort Bend, Eatel, XIT, MWI, the General Partner, and the
Partnership have entered into an agreement dated September ___, 1999 (the
"Omnibus Agreement") which provides for the consummation of certain transactions
with respect to the Partnership (the "Restructuring Transactions"), one of the
conditions to the closing of which is the execution and delivery of this
Agreement (which, in the Omnibus Agreement, is referred to as the "BL PCS
Customer Agreement");

WHEREAS, in order to carry out the foregoing, the Partnership desires to
distribute, transfer and convey to Unwired, Fort Bend, and XIT (collectively,
the "Distributees") all of its right, title and interest in and to all of the
Distributed Assets (as defined hereinbelow), and assign to them the Assumed
Liabilities (as defined hereinbelow), in accordance with the terms and
provisions of this Agreement; and

WHEREAS, the Distributees desire to obtain from the Partnership all of the
Partnership's right, title and interest in and to all of the Distributed
Assets, and assume the Assumed Liabilities, in accordance with the terms and
provisions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and
benefits to be obtained hereby and other good and valuable consideration, the
receipt and sufficiency of which the Partnership and Distributees hereby
acknowledge, the Partnership and Distributees hereby agree as follows:

AGREEMENTS
----------

SECTION 1. RECITALS. The Recitals are hereby incorporated herein.
--------

SECTION 2. DISTRIBUTION OF ASSETS. Subject to the other terms and
----------------------
conditions of this Agreement, the Partnership hereby distributes, transfers and
conveys to the Distributees, and the Distributees each hereby agree to acquire
and take from the Partnership, all of the Partnership's right, title and
interest in and to the Distributed Assets as of the Effective Date. For
purposes hereof, the "Distributed Assets" shall mean all of the following assets
and properties associated with the PCS business activities that the Partnership
conducts in and with respect to the Beaumont/Lufkin BTAs as of the Effective
Date:

(a) all customers of the Partnership, including the Unwired
Customers, who have telephone numbers with the area code (NPA) "409" (the
"Customers");

(b) all contracts, oral or written, between the Partnership and the
Customers relating to the provision of PCS services by the Partnership to
the Customers (the "PCS Contracts"); provided, however, that the interests
hereby obtained in the PCS Contracts shall relate solely to the delivery of
PCS services in the Beaumont/Lufkin

2
<PAGE>

BTAs, and thus shall constitute an undivided interest in any PCS Contracts
that provide for the delivery of PCS services in BTAs other than the
Beaumont/Lufkin BTAs;

(c) all trade secrets, know-how, trade dress, data, proprietary
information, and other intellectual property, including the right to
recover for infringement thereon, associated with the Customers, PCS
Contracts, and delivery of PCS services to the Customers under the PCS
Contracts (the "Intellectual Property"); provided, however, that the
Intellectual Property shall not include (i) any rights or interests in or
to the Partnership's name or logo, or any intellectual property of the
Partnership associated with activities of the Partnership unrelated to the
Customers, PCS Contracts, or delivery of PCS Services to the Customers, or
(ii) any items that are non-transferable (such as third party commercial
software licenses);

(d) all payments and proceeds on or relating to accounts receivable
associated with the provision of services to Customers under the PCS
Contracts on and after the Effective Date (the "Accounts");

(e) all handsets which are the subject of the PCS Contracts and that
are owned by the Partnership on the Effective Date (the "Handsets");

(f) all radio signal transmission towers located within the
Beaumont/Lufkin BTAs which have not been acquired by Pinnacle pursuant to
the Pinnacle Agreements as of the Effective Date (the "Residual
Beaumont/Lufkin Towers"), and all other tangible personal property of the
Partnership relating to PCS activities that on the Effective Date is
located either (i) on the Residual Beaumont/Lufkin Towers, (ii) on the
radio signal transmission towers located within the Beaumont/Lufkin BTAs
which have been acquired (and thus are owned) by Pinnacle pursuant to the
Pinnacle Agreements as of the Effective Date, or (iii) at the following
addresses (the "Tangible Personal Property"):

(1) 4414 Dowlen Road
Suite 105
Beaumont, TX 77706

(2) #62 Cental Mall
3100 Highway 365
Port Arthur, TX 77642;

(g) all leases, subleases and other rights between the Partnership
and lessors and sublessors relating to (i) the two locations set forth
above in Section 2(f), (ii) the Residual Beaumont/Lufkin Towers, and (iii)
the Pinnacle Agreements, including without limitation the Pinnacle Lease,
but only to the extent attributable to the Beaumont/Lufkin BTAs
(collectively, the "Leases");

(h) inventory relating to PCS activities located at the two locations
set forth above in Section 2(f) as of the Effective Date and as set forth
in Schedule 1 attached hereto and incorporated herein (the "Inventory");
----------

3
<PAGE>

(i) all goodwill associated with the Customers, PCS Contracts, and
delivery of PCS services to the Customers under the PCS Contracts (the
"Goodwill");

(j) all information, data and records of the Partnership relating to
the Customers, PCS Contracts, Accounts, Handsets, Tangible Personal
Property, Leases, Inventory, Intellectual Property, and Goodwill (the
"Books and Records");

(k) all customer proprietary network information and subscriber list
information, as such terms are defined in Section 222(f) of the
Communications Act of 1934, as amended (47 USC (S) 222(f)), regarding the
Customers ("CPNI/SLI"); and

(l) all other benefits, rights and interests of the Partnership in
and to the Customers, PCS Contracts, Intellectual Property, Accounts,
Handsets, Tangible Personal Property, Leases, Inventory, Goodwill and Books
and Records; provided, however, that the interests hereby obtained shall
relate solely to the Beaumont/Lufkin BTAs, and thus shall constitute an
undivided interest in any items that relate to both the Beaumont/Lufkin
BTAs and BTAs other than the Beaumont/Lufkin BTAs, including without
limitation the Pinnacle APA, Pinnacle Lease and other Pinnacle Agreements.

SECTION 4. ASSUMED LIABILITIES. Subject to the terms and conditions of
-------------------
this Agreement, the Distributees agree to severally assume and become
responsible for all of the Assumed Liabilities as of the Effective Date. For
purposes of this Agreement, the term "Assumed Liabilities" shall mean all
obligations and liabilities of the Partnership accruing on and after the
Effective Date solely with respect to (i) the PCS Contracts, (ii) the Leases,
(iii) without duplication, the Pinnacle Agreements, but only to the extent
attributable to obligations and liabilities associated with radio signal
transmission towers constructed or acquired in the Beaumont/Lufkin BTAs, (iv)
the Intellectual Property, and (v) the agreements or other items, if any, listed
on Schedule 2, attached to and made a part of this Agreement.
----------

SECTION 5. EXCLUDED LIABILITIES. Except for the Assumed Liabilities, the
--------------------
Distributees do not hereby assume or agree to assume any other debts,
liabilities and obligations, whether accrued or fixed, absolute or contingent,
matured or unmatured or determined or determinable, of the Partnership or any of
its affiliates, including, without limitation, those arising under any law,
action, claim, suit or governmental order and those arising under any contract,
agreement, arrangement, commitment or undertaking of the Partnership or any of
its affiliates (collectively, the "Excluded Liabilities").

SECTION 6. RELATIVE INTERESTS AND OBLIGATIONS. The Distributees shall,
----------------------------------
pursuant to Section 2 of this Agreement, obtain the following undivided
ownership interests in the Distributed Assets: (a) 80% Unwired; (b) 15% Fort
Bend; (c) 5% XIT. The individual obligations and duties that the Distributees
each have with respect to the discharge and satisfaction of the Assumed
Liabilities shall be proportionate to, and no more than, the foregoing
proportionate interests that they each obtain in the Distributed Assets.

4
<PAGE>

SECTION 7. EFFECT OF DISTRIBUTION WITH RESPECT TO PARTNERSHIP. As a
--------------------------------------------------
result of the distribution of the Distributed Assets to the Distributees
pursuant to this Agreement, each of their respective ownership interests in the
Partnership shall be reduced and adjusted as of the Effective Date in the manner
contemplated by the Omnibus Agreement. However, the economic burden of any
payment required to be made by the Partnership to Pinnacle after the Closing
(under this Agreement) pursuant to the indemnification or other obligations set
forth in the Pinnacle Agreements shall be allocated in an equitable manner among
and between the Distributees and the other partners of the Partnership based on
their proportionate ownership interests in the Partnership during the time
period during which the liability for the payment accrues.

SECTION 8. CLOSING AND CONVEYANCE INSTRUMENTS. The closing of the
----------------------------------
transactions contemplated by this Agreement (the "Closing") shall take place at
the offices of Chamberlain, Hrdlicka, White, Williams & Martin, 1200 Smith
Street, 14/th/ Floor, Houston, Texas, simultaneously with the execution of this
Agreement. All actions taken at the Closing shall be deemed to have been taken
simultaneously at the time the last of any such actions is taken or completed.
The Closing, and each of the transactions contemplated by this Agreement, shall
be effective as of the close of business on the Effective Date. At the Closing,
the Partnership and Distributees shall deliver to each other a completed General
Conveyance, Transfer and Assignment, in the form attached hereto as Exhibit A,
---------
covering all of the Distributed Assets. At the Closing and at all times after
the Closing, the Partnership shall execute and deliver, or cause to be executed
and delivered, all such other documents or instruments of conveyance,
assignment, or transfer, in each case dated effective as of the Effective Date,
as is necessary or appropriate in order to effectuate the distribution of the
Distributed Assets as contemplated in Section 2 and vest title in or confirm
title to the Distributed Assets to the Distributees (collectively, the
"Conveyance Instruments").

SECTION 9. CERTAIN ALTERNATIVE ARRANGEMENTS. In the event that the
--------------------------------
Distributees and Partnership are precluded from fully consummating the
transactions contemplated by this Agreement, including without limitation with
respect to the Residual Beaumont/Lufkin Towers or Pinnacle Agreements, by any
one or more third parties, including without limitation Pinnacle or the lessors
on the ground leases associated with the Residual Beaumont/Lufkin Towers, the
Distributees and Partnership shall enter into such mutually agreeable
alternative contractual arrangements as are necessary or appropriate in order to
approximate as closely as possible the results otherwise contemplated by this
Agreement, including without limitation the execution and delivery of sublease
or comparable agreements (as contemplated by Section 3(b) of the Omnibus
Agreement with respect to the Pinnacle Agreements).

SECTION 10. NO REPRESENTATIONS OR WARRANTIES. The Distributed Assets are
--------------------------------
hereby transferred to and received by the Distributees without any
representations or warranties, whether express or implied, of any nature
whatsoever, on an "as is" "where is" basis, but with full subrogation to all
rights and claims of the Partnership against prior owners.

SECTION 11. GOOD FAITH EFFORTS. All parties to this Agreement shall
------------------
make good faith efforts to take and complete all steps necessary or appropriate
in order to consummate the transactions contemplated by this Agreement.

5
<PAGE>

SECTION 12. NON-COMPETITION MATTERS. At and as of the Effective Date,
-----------------------
Section 9(a), Section 9(b), and Section 9(c) of the Unwired PCS Customer
Agreement shall not be applicable to the Distributed Assets; provided, however,
that this Section 12 of this Agreement shall not otherwise affect any of
Unwired's obligations under any of the documents or agreements governing the
organization or operation of the Partnership or entered into pursuant to the
Omnibus Agreement, including the Unwired PCS Customer Agreement.

SECTION 13. DISPUTE RESOLUTION PROCEDURES
-----------------------------

(a) Agreement to Use Procedure. The parties have entered into this
--------------------------
Agreement in good faith and in the belief that it is mutually advantageous to
them. It is with that same spirit of cooperation that they pledge to attempt to
resolve any dispute amicably without the necessity of litigation. Accordingly,
if a dispute arises between them relating to this Agreement (a "Dispute"), they
will first utilize the procedures specified in this Section 13 (the "Procedure")
prior to the commencement of any legal action.

(b) Initiation of Procedure. The party seeking to initiate the
-----------------------
Procedure (the "Initiating Party") shall give written notice to the other party
setting forth a general description of the nature of the Dispute, the Initiating
Party's claim for relief, and the identity of one or more individuals with
authority to settle the Dispute on behalf of the Initiating Party. The party
receiving such notice (the "Responding Party") shall have five business days
within which to designate by written notice to the Initiating Party one or more
individuals with authority to settle the Dispute on behalf of the Responding
Party. The individuals so designated by the Initiating Party and the Responding
Party shall be known as the "Authorized Individuals."

(c) Direct Negotiations. The Authorized Individuals shall be
-------------------
entitled to make such investigation of the Dispute as they deem appropriate, but
agree to promptly, and in no event later than 30 days from the date of the
Initiating Party's written notice, meet to discuss in good faith a resolution of
the Dispute. The Authorized Individuals shall meet at such times and places and
with such frequency as they may agree. If the Dispute has not been resolved
within 30 days from the date of their initial meeting, the parties shall cease
direct negotiations and shall submit the Dispute to mediation in accordance with
the following provisions of this Section 13.

(d) Selection of Mediator. After direct negotiations have ceased,
---------------------
the Authorized Individuals shall work together in good faith to select one
qualified attorney-mediator not affiliated with any of the parties. If the
Authorized Individuals are not able to agree on a mediator within five business
days from the date they cease direct negotiations, the Initiating Party and the
Responding Party each shall select a mediator (collectively, the "Preliminary
Mediators"). The Preliminary Mediators shall in turn select another mediator to
alone preside over the mediation of the Dispute.

(e) Time and Place for Mediation. In consultation with the mediator
----------------------------
selected, the parties shall promptly designate a mutually convenient time and
place for the mediation, and unless circumstances require otherwise, such time
to be not later than 45 days after selection of the mediator.

6
<PAGE>

(f) Exchange of Information. In the event any party to this Agreement
-----------------------
has substantial need for information in the possession of another party to this
Agreement in order to prepare for the mediation, all parties shall attempt in
good faith to agree on procedures for the expeditious exchange of such
information. If no agreement is reached in this regard, the mediator shall
decide on the appropriate procedures.

(g) Summary of Views. At least seven days prior to the first
----------------
scheduled session of the mediation, each party shall deliver to the mediator and
to the other party a concise written summary of the facts concerning the matter
in Dispute, and such other matters required by the mediator. The mediator may
also request, as the mediator determines is appropriate, that a confidential
issue paper be submitted by each party to the mediator.

(h) Parties to be Represented. In the mediation, each party shall be
-------------------------
represented by an Authorized Individual and may be represented by counsel. In
addition, each party may, with permission of the mediator, bring such addition
persons as needed to respond to questions, contribute information and
participate in the negotiations.

(i) Conduct of Mediation. The mediator shall determine the format for
--------------------
the meetings, designed to assure that both the mediator and the Authorized
Individuals have an opportunity to hear an oral presentation of each party's
views on the matter in dispute, and that the authorized parties attempt to
negotiate a resolution of the matter in dispute, with or without the assistance
of counsel or others, but with the assistance of the mediator. To this end, the
mediator is authorized to conduct both joint meetings and separate private
caucuses with the parties. The mediation session shall be private, and all
information and statements shall remain confidential. The mediator will keep
confidential all information learned in private caucus with any party unless
specifically authorized by such party to make disclosure of the information to
the other party. The parties shall keep confidential, and shall not use for any
other purpose, all information and statements obtained or made in the course of
the mediation process. The parties hereby agree to sign a document agreeing
that the mediator shall be governed by the provisions of Chapter 154 of the
Texas Remedies and Practice Code and such other rules as the mediator shall
prescribe. The parties commit to participate in the proceedings in good faith
with the intention of resolving the Dispute if at all possible.

(j) Termination of Procedure. The parties agree to participate in the
------------------------
mediation procedure to its conclusion. The mediation shall be terminated (i) by
the execution of a settlement agreement by the parties, (ii) by a declaration of
the mediator that the mediation is terminated, or (iii) by a written declaration
of a party to the effect that the mediation process is terminated at the
conclusion of one full day's mediation session. Even if the mediation is
terminated without a resolution of the Dispute, the parties agree not to
terminate negotiations and not to commence any legal action or seek other
remedies prior to the expiration of five days following the mediation.
Notwithstanding the foregoing, any party may commence litigation within such
five day period if litigation could be barred by an applicable statute of
limitations or in order to request an injunction to prevent irreparable harm.

7
<PAGE>

(k) Fees of Mediator, Disqualification. The fees and expenses of the
----------------------------------
mediator shall be shared equally by the parties. The mediator shall be
disqualified as a witness, consultant, expert or counsel for any party with
respect to the Dispute and any related matters.

(l) Confidentiality. Mediation is a compromise negotiation for
---------------
purposes of the Federal and State Rules of Evidence and constitutes privileged
communication under Texas and Louisiana law. The entire mediation process is
confidential, and no stenographic, visual or audio record shall be made. All
conduct, statements, promises, offers, views and opinions, whether oral or
written, made in the course of the mediation by any party, their agents,
employees, representatives or other invitees and by the mediator are
confidential and shall, in addition and where appropriate, be deemed to be
privileged. Such conduct, statements, promises, offers, views and opinions
shall not be discoverable or admissible for any purposes, including impeachment,
in any litigation or other proceeding involving the parties, and shall not be
disclosed to anyone not an agent, employee, expert, witness, or representative
of any of the parties; provided, however, that evidence otherwise discoverable
or admissible is not excluded from discovery or admission as a result of its use
in the mediation.

SECTION 14. MISCELLANEOUS PROVISIONS.
------------------------

(a) Further Documentation. At any time, and from time to time
---------------------
hereafter, upon the reasonable request of any party, and without payment of
further consideration to the other party, each party covenants to do, execute,
acknowledge and deliver, and cause to be done, executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances, including the execution and delivery of the
Conveyance Instruments, as may be required in order to (i) complete the
transactions contemplated by this Agreement, (ii) assign, transfer, grant,
convey, assure and confirm to Unwired, Fort Bend, and XIT, or to collect and
reduce to possession, any or all of the Distributed Assets or the Assumed
Liabilities as provided for herein, and (iii) to evidence any of the foregoing.

(b) Notices. All notices, requests, demands, claims, and other
-------
communications pertaining to this Agreement ("Notices") must be in writing, must
be sent to the addressee at the address set forth in this Section, or at such
other address as the addressee has designated by a Notice given in the manner
set forth in this Section, and must be sent by telegram, telex, facsimile,
electronic mail, courier, or prepaid, certified U.S. mail. Notices will be
deemed given when received, if sent by telegram, telex, electronic mail or
facsimile, and if received between the hours of 8:00 a.m. and 5:00 p.m., local
time of the destination address, on a business day (with confirmation of
completed transmission sufficing as prima facie evidence of receipt of a notice
sent by telex, telecopy, electronic mail, or facsimile), and when delivered and
receipted for (or when attempted delivery is refused at the address where sent)
if sent by courier or by certified U.S. mail. Notices sent by telegram, telex,
electronic mail, or facsimile and received between 12:01 a.m. and 7:59 a.m.,
local time of the destination address, on a business day will be deemed given at
8:00 a.m. on that same day. Notices sent by telegram, telex, electronic mail,
or facsimile and received at a time other than between the hours of 12:01 a.m.
and 5:00 p.m., local time of the destination address, on a business day will be
deemed given at 8:00 a.m. on the next following business day after the day of
receipt. The addresses for Notice are as follows:

8
<PAGE>

If to the Partnership: Meretel Communications Limited Partnership
Wireless Management Corporation, General Partner
c/o EATELCORP, Inc.
913 South Burnside Ave.
Gonzales, Louisiana 70737
Telephone No.: (225) 621-4231
Facsimile No.: (225) 644-8566
Attention: John D. Scanlan

If to Unwired: US Unwired, Inc.
Suite 1900
One Lakeshore Drive
Lake Charles, Louisiana 70629
Telephone No.: (318) 436-9000
Facsimile No.: (318) 497-3479
Attention: Robert Piper

If to Fort Bend: Fort Bend Telephone Company
1260 Pin Oak Road
Katy, Texas 77493
Facsimile No.: (281) 396-5524
Telephone No.: (281) 396-5759
Attention: George V. Head

If to XIT: XIT Leasing, Inc.
P.O. Box 2008
314 W Texas
Brazoria, Texas 77422
Facsimile No.: (409) 798-3005
Telephone No.: (409) 798-2121
Attention: Gilbert R. Rasco

(c) Severability. Each part of this Agreement is intended to be
------------
severable. If any term, covenant, condition or provision hereof is unlawful,
invalid, or unenforceable for any reason whatsoever, and such illegality,
invalidity, or unenforceability does not affect the remaining parts of this
Agreement, then all such remaining parts hereof shall be valid and enforceable
and have full force and effect as if the invalid or unenforceable part had not
been included.

(d) Rights Cumulative; Waivers. The rights of each of the parties
--------------------------
under this Agreement are cumulative and may be exercised as often as any party
considers appropriate. The rights of each of the parties hereunder shall not be
capable of being waived or varied otherwise than by an express waiver or
variation that is in writing and signed by the parties. Any failure to exercise
or any delay in exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial exercise of
any of such rights shall not preclude any other or further exercise of that or
any other such right. No act or course of conduct or negotiation on the

9
<PAGE>

part of any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such right.

(e) Headings. The headings of the Sections and Subsections contained
--------
in this Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or any provision thereof.

(f) Construction. Unless the context otherwise requires, singular
------------
nouns and pronouns, when used herein, shall be deemed to include the plural of
such noun or pronoun and pronouns of one gender shall be deemed to include the
equivalent pronoun of the other gender.

(g) Assignment. This Agreement and the terms, covenants, conditions,
----------
provisions, obligations, undertakings, rights and benefits hereof, including the
Attachments hereto, shall be binding upon, and shall inure to the benefit of,
the undersigned parties and their respective successors and assigns. No party
may assign either this Agreement or any of its rights, interests, or obligations
under this Agreement without the prior written consent of the Partnership and
all of the Distributees; provided, however, that a Distributee may assign all,
but not less than all, of its rights, interests, and obligations under this
Agreement to (i) an Affiliate (as defined below) of the Distributee, or (ii)
Newco (as defined in the Omnibus Agreement); provided, further, that in the
event of an assignment permitted by the foregoing clauses, the Distributee in
question shall remain responsible for the performance of all of its obligations
under this Agreement. For purposes of this Section 14(g) of this Agreement, the
term "Affiliate" shall mean, with respect to a Distributee, any corporation,
limited liability company, partnership, trust, or other entity controlling,
controlled by, or under common control with the Distributee. For this purpose
the terms "controls," "controlled by," or "under common control with" shall mean
the ownership and possession, directly or indirectly, of at least 80% of the
beneficial interests in the entity in question and the power to direct or cause
the direction of the management and policies of the entity in question.

(h) Prior Understandings. This Agreement supersedes any and all prior
--------------------
discussions and agreements between the parties with respect to the distribution
of the Distributed Assets and other matters contained herein, and this Agreement
contains the sole and entire understanding between the parties hereto with
respect to the transactions contemplated in this Agreement, except as otherwise
provided in the Omnibus Agreement.

(i) Integrated Agreement; Amendments. This Agreement and all
--------------------------------
attachments hereto constitute the final complete expression of the intent and
understanding of the parties hereto. This Agreement shall not be altered or
modified except by a subsequent writing, signed by the parties hereto.

(j) Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing any such counterpart.

(k) Survival. Each and every covenant and agreement hereinabove made
--------
by the parties shall survive the consummation of the distribution of the
Distributed Assets.

10
<PAGE>

(l) Joinder of Other Parties. Eatel is executing this Agreement to
------------------------
acknowledge its fairness, and Eatel's assent to the terms and conditions hereof.

(m) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, AND THE RIGHTS
-------------
AND OBLIGATIONS OF THE CONTRIBUTOR AND THE PARTNERSHIP HEREUNDER DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT REGARD TO THE
CONFLICTS OF LAWS AND RULES THEREOF.

[SIGNATURES ON NEXT PAGE]

11
<PAGE>

IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement in
multiple originals on the Closing Date to be effective as of the Effective Date.

MERETEL COMMUNICATIONS LIMITED PARTNERSHIP

By Wireless Management Corporation, its
General Partner

By:_________________________________

Name:_______________________________

Title:______________________________

US UNWIRED, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

FORT BEND TELEPHONE COMPANY, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

XIT LEASING, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

12
<PAGE>

EATELCORP, INC.

By:_____________________________________

Name:___________________________________

Title:__________________________________

Schedule 1 - List of Inventory
Schedule 2 - List of Other Agreements To Be Assumed

Exhibit A - Form of General Conveyance, Transfer and Assignment

13
<PAGE>

SCHEDULE 1
----------

List of Inventory

14
<PAGE>

SCHEDULE 2
----------

List of Other Agreements to Be Assumed

15
<PAGE>

EXHIBIT A

Form of General Conveyance, Transfer and Assignment

16
<PAGE>

Exhibit 10.16

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this "Agreement") made and entered into
effective as of ___________, 1999 (the "Effective Date"), by and between
EATELCORP, INC., a Louisiana corporation (the "Contributor"), represented herein
by its duly authorized undersigned officer, and MERETEL COMMUNICATIONS LIMITED
PARTNERSHIP, a Louisiana partnership in commendam (the "Partnership"),
represented herein by its undersigned general partner, Wireless Management
Corporation, a Louisiana corporation (the "General Partner"), represented by its
duly authorized undersigned officer, provides as follows:

RECITALS
--------

WHEREAS, the Partnership and the Contributor each are engaged in the
personal communications service ("PCS") business;

WHEREAS, the Contributor is a limited partner of the Partnership (and an
affiliate of the Contributor is a shareholder of the General Partner); US
Unwired, Inc., a Louisiana corporation ("Unwired"), is a limited partner of the
Partnership (and an affiliate of Unwired is a shareholder of the General
Partner); and Fort Bend Telephone Company, Inc., a Texas corporation ("Fort
Bend"), is a limited partner of the Partnership (and an affiliate of Fort Bend
is a shareholder of the General Partner);

WHEREAS, the Partnership was formed pursuant to the Articles of Partnership
in Commendam made and entered into as of July 26, 1995, as amended (the
"Articles of Partnership"), by and among the General Partner, the Contributor,
Unwired, Fort Bend, XIT Leasing, Inc., a Texas corporation ("XIT"), and Meretel
Wireless, Inc., a Louisiana corporation ("MWI");

WHEREAS, the Partnership entered into that certain PCS Management Agreement
dated June 8, 1998 (the "Sprint PCS Management Agreement"), with Sprint
Spectrum, L.P., and SprintCom, Inc. (collectively, "Sprint") to manage and
construct a PCS system (the "System") in the following five basic trading areas
in which the Partnership had previously obtained from the Federal Communications
Commission (the "FCC") licenses to construct and operate a PCS system pursuant
to the FCC Block C auction (each, a "BTA"): (1) BTA #034 Beaumont and BTA #265
Lufkin (collectively, "Territory I"): and (2) BTA #032 Baton Rouge, BTA #236
Lafayette and BTA #180 Hammond (collectively, "Territory II");

WHEREAS, pursuant to the Sprint PCS Management Agreement, the Partnership
took advantage of the FCC's offer for amnesty in the five BTAs by returning the
FCC licenses it previously obtained from the FCC to the FCC;

WHEREAS, pursuant to the Meretel Resale Agreement dated November 14, 1997
by and between the Partnership and Advanced Tel, Inc., a Louisiana corporation
that is a wholly-owned subsidiary of the Contributor (the "Resale Agreement"),
the Contributor is a wholesaler of PCS services obtained from the Partnership
and, pursuant to its marketing and sales activities, the Contributor has
developed and now owns a base of PCS retail customers (the "Customers");
<PAGE>

WHEREAS, the Contributor has, in connection with the foregoing wholesale
activities, associated the Contributor's name and logo with the PCS services and
products obtained by the Partnership from Sprint under the Sprint PCS Management
Agreement, including without limitation through the use of the name "Eatel PCS"
(the "Branding");

WHEREAS, Contributor, Fort Bend, Unwired, XIT, MWI, the General Partner,
and the Partnership have entered into an agreement dated September ___, 1999
(the "Omnibus Agreement") which provides for the consummation of certain
transactions with respect to the Partnership (the "Restructuring Transactions"),
one of the conditions to the closing of which is the execution and delivery of
this Agreement, and pursuant to which the Contributor has agreed to contribute
the Customers and certain related assets, as specified in this Agreement, to the
Partnership in exchange for additional Units (as such term is defined in the
Articles of Partnership);

WHEREAS, in order to carry out the foregoing, the Contributor desires to
contribute, transfer and convey to the Partnership all of its right, title and
interest in and to the Customers and other related assets and all rights,
accounts, contracts, customer payments and proceeds, handsets and books and
records relating thereto and assign certain liabilities, in accordance with the
terms and provisions of this Agreement;

WHEREAS, the Partnership desires to obtain from the Contributor all of the
Contributor's right, title and interest in and to the Customers and other
related assets and all rights, contracts, accounts, payments and proceeds,
handsets and books and records relating thereto and assume certain liabilities,
in accordance with the terms and provisions of this Agreement; and

WHEREAS, the Partnership, Fort Bend and Unwired recognize and acknowledge
that the Contributor has itself entered into agreements directly with Sprint
pursuant to which the Contributor will be a "related bundler" with respect to
Sprint;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and
benefits to be obtained hereby and other good and valuable consideration, the
receipt and sufficiency of which the Partnership and Contributor hereby
acknowledge, the Partnership and Contributor hereby agree as follows:

AGREEMENTS
----------

Section 1. Recitals. The Recitals are hereby incorporated herein.
--------

Section 2. Contribution of Contributed Assets. For the Consideration,
----------------------------------
in the amount and payable as set forth in Section 3, and pursuant to all the
other terms and provisions of this Agreement, the Contributor does hereby agree
to contribute, transfer and convey to the Partnership, and the Partnership in
reliance upon the Contributor's representations, warranties and covenants set
forth herein, does hereby agree to acquire and take from the Contributor, all of
the Contributor's right, title and interest in and to the Contributed Assets.
For purposes hereof, the "Contributed Assets" shall mean the following items:

2
<PAGE>

(a) the Customers, a complete list of whom (hereinafter referred
to as Schedule 1) as of the Effective Date has previously been provided by
the Contributor to the Partnership, including, for each such Customer, the
name, account number, telephone number, address, start date of PCS
contract, outstanding account balance as of the Effective Date, date of
last use, and the amount of any payments that are past due as of the
Effective Date;

(b) all contracts, oral or written, between the Contributor and
the Customers relating to the provision of PCS services by the Contributor
to the Customers (the "PCS Contracts");

(c) all trade secrets, know-how, trade dress, data, proprietary
information, and other intellectual property, including the right to
recover for infringement thereon, associated with the Customers, PCS
Contracts, and delivery of PCS services to the Customers under the PCS
Contracts (the "Intellectual Property"); provided, however, that the
Intellectual Property shall not include (i) any rights or interests in or
to Contributor's name or logo, or any intellectual property of Contributor
associated with activities of the Contributor unrelated to the Customers,
PCS Contracts, or delivery of PCS Services to the Customers, or (ii) any
items that are non-transferable (such as third party commercial software
licenses);

(d) all payments and proceeds on or relating to accounts
receivable associated with the provision of services to Customers under the
PCS Contracts on and after the Effective Date (the "Accounts");

(e) all handsets which are the subject of the PCS Contracts and
that are owned by the Contributor on the Closing Date (the "Handsets");

(f) all unsold handsets not yet subject to PCS Contracts and owned
by the Contributor on the Closing Date and are set forth in Schedule 2
----------
attached hereto and incorporated herein (the "Inventory");

(g) all goodwill associated with the Customers, PCS Contracts, and
delivery of PCS services to the Customers under the PCS Contracts (the
"Goodwill");

(h) all information, data and records of the Contributor relating
to the Customers, PCS Contracts, Accounts, Handsets, Inventory,
Intellectual Property, and Goodwill (the "Books and Records");

(i) all customer proprietary network information and subscriber
list information, as such terms are defined in Section 222(f) of the
Communications Act of 1934, as amended (47 USC (S) 222(f)), regarding the
Customers ("CPNI/SLI"); and

(j) all other benefits, rights and interests of the Contributor in
and to the Customers, PCS Contracts, Intellectual Property, Accounts,
Handsets, Inventory, Goodwill and Books and Records.

3
<PAGE>

Section 3. Consideration. Subject to the adjustments, if any, provided
-------------
below in Section 3(a), the Partnership shall deliver the following amounts to
the Contributor in exchange for the Contributed Assets: (i) [$7,616,000
tentatively] worth of additional Units (as such term is defined in the Articles
of Partnership and determined as of the Closing Date pursuant to the Omnibus
Agreement and Section 8 of the Articles of Partnership) (the "Consideration").
The Consideration shall be delivered to the Contributor at and as of the
Closing.

(a) Adjustment to Consideration. The Consideration is equal to the
---------------------------
sum of the following two items: (i) the product of $448.00 times the number of
Customers; and (ii) the Book Value (as defined below) of the Inventory. The
Consideration shall be based solely on Customers and Inventory acquired by the
Contributor in the ordinary course of business prior to the Closing Date. The
Consideration shall be adjusted on the basis of the results of an audit of the
Contributed Assets and Assumed Liabilities (as defined below) to be conducted by
representatives of Fort Bend on behalf of the Partnership to substantiate the
information provided by the Contributor to the Partnership relating to the
Contributed Assets and Assumed Liabilities (the "Audit"). For purposes of this
Agreement, "Book Value" shall mean the book value of Contributor's assets as of
the Effective Date determined in accordance with generally accepted accounting
principles consistently applied.

(b) Audit Procedures. The Audit shall be conducted commencing no
----------------
later than 10 days following the Closing Date, and shall be concluded no later
than 40 days following the Closing Date, or at such other date as the
Contributor and Fort Bend otherwise mutually agree. No later than 50 days
following the Closing Date, or at such other date as the Contributor and Fort
Bend otherwise mutually agree, Fort Bend shall deliver to the Contributor a
statement (the "Audit Statement") showing (i) the amount of any changes to the
Consideration arising out of the Audit, and (ii) a narrative explanation of each
of the proposed changes. In the event that Partnership fails to deliver an Audit
Statement within such 50-day period, Partnership shall be conclusively presumed
to have accepted the Consideration as the Final Consideration. The Contributor
shall have the right to review the Audit Statement (and supporting work papers)
and provide written notice to Fort Bend of the Contributor's objections with
respect to any error, omission, or other discrepancy in the Audit Statement (the
"Discrepancy Notice") until 10 days following Contributor's receipt of the Audit
Statement. In the event that Contributor fails to deliver a Discrepancy Notice
within such 10-day period, Contributor shall be conclusively presumed to have
accepted the adjustments set forth in the Audit Statement. Fort Bend and the
Contributor shall work together in good faith to resolve any dispute referenced
in a Discrepancy Notice and agree on the final amount of any adjustment to the
Consideration. However, Fort Bend's determination of the amount of any
adjustment to the Consideration shall be binding and conclusive on the
Contributor, the Partnership and all other parties to this Agreement if the
dispute is regarding less than $250,000. Section 11 of this Agreement shall
govern all disputes regarding $250,000 or more. Fort Bend shall make a final
determination in this regard no later than the 20th day following delivery of
the Audit Statement (the "Determination Date").

(c) Payment of Adjusted Amount. In the event that the actions
--------------------------
contemplated by Section 3(a) and Section 3(b) are completed before delivery of
the Consideration is made (as contemplated under Section 3), the Partnership's
delivery obligation to the Contributor under Section 3 shall relate only to the
amount of the final Consideration, as adjusted pursuant to

4
<PAGE>

Section 3(a) and Section 3(b) (the "Final Consideration"). In the event that the
actions contemplated by Section 3(a) and Section 3(b) are not completed until
after delivery of the Consideration has been made, Partnership and Contributor
shall comply with the following requirements, as applicable: (i) if the Final
Consideration exceeds the Consideration, the Contributor shall receive
additional Units in the Partnership equal in value to the amount of such excess
effective as of the Closing Date; (ii) if the Final Consideration is less than
the Consideration, the Contributor shall relinquish to the Partnership, and the
Partnership shall rescind and cancel, effective as of the Closing Date such
number and/or portion of Units in the Partnership equal in value to the amount
of the difference.

Section 4. Assumption of Liabilities. Subject to the terms and
-------------------------
conditions of this Agreement, the Partnership agrees to assume and become
responsible for all of the Assumed Liabilities as of the Effective Date. For
purposes of this Agreement, the "Assumed Liabilities" shall mean all obligations
and liabilities of the Contributor accruing on and after the Effective Date with
respect to (i) the PCS Contracts, and (ii) the agreements or other items, if
any, listed on Schedule 3, attached hereto and made a part hereof, complete
----------
copies of any written documents with respect to which have previously been
provided by the Contributor to the Partnership.

(a) No Assumption of Retained Liabilities. Except for the Assumed
-------------------------------------
Liabilities, the Partnership does not hereby assume or agree to assume any other
debts, liabilities and obligations, whether accrued or fixed, absolute or
contingent, matured or unmatured or determined or determinable, of the
Contributor or any of its affiliates including, without limitation, those
arising under any law, action, claim, suit or governmental order and those
arising under any contract, agreement, arrangement, commitment or undertaking of
the Contributor or any of its affiliates (collectively, the "Retained
Liabilities"). Without limitation of the foregoing, the Contributor shall retain
and remain responsible for all of the following liabilities of the Contributor,
whether accrued, absolute or contingent, whether known or unknown, whether due
or to become due, regardless of when asserted:

(1) All warranty (whether express or implied) and liability
claims relating to the Contributed Assets that arose or accrued prior
to the Effective Date, including, without limitation, claims related
to defects in products sold or distributed by Contributor prior to the
Effective Date;

(2) All taxes attributable or relating to the assets or
business of the Contributor, or that may be applicable to the
transactions contemplated by this Agreement (including, without
limitation, all sales, use and transfer taxes); and

(3) All of the Contributor's liabilities arising out of or
in connection with the breach by the Contributor or any of its
affiliates of any contract or agreement included in the Contributed
Assets that arose or accrued prior to the Effective Date.

5
<PAGE>

Section 5. Closing. The closing of the transactions contemplated by this
-------
Agreement (the "Closing") shall take place at the offices of Chamberlain,
Hrdlicka, White, Williams & Martin, 1200 Smith Street, 14/th/ Floor, Houston,
Texas, simultaneously with the execution of this Agreement (the "Closing Date").
All actions taken at the Closing shall be deemed to have been taken
simultaneously at the time the last of any such actions is taken or completed.
The Closing, and each of the transactions contemplated by this Agreement, shall
be effective as of the close of business on the Effective Date. At the Closing,
the Partnership and Contributor shall deliver to each other a completed General
Conveyance, Transfer and Assignment, in the form attached hereto as Exhibit 2,
---------
covering all of the Contributed Assets. At the Closing and at all times after
the Closing, Contributor shall execute and deliver to the Partnership such other
instruments of transfer as shall be reasonably necessary or appropriate to vest
in the Partnership good and defeasible title to the Contributed Assets and to
otherwise comply with the terms of this Agreement.

Section 6. Transfer of Contributed Assets to the Partnership.
-------------------------------------------------

(a) Transfer of DataBases and Information. As soon as possible
-------------------------------------
after the Closing, but in no event later than five days after the Closing,
Contributor shall deliver to Partnership the following items: (i) a complete
copy of all computerized databases contained or stored on Contributor's computer
systems regarding the Customers, including the information set forth on Schedule
--------
1, in such form and pursuant to such specifications as requested by Partnership;
- -
(ii) a ledger accounting itemizing the dates and amounts of all payments made,
received or applied by the Contributor with regard to each Contributed Asset,
including, without limitation, for interest, tax, and insurance obligations;
(iii) a current trial balance; and (iv) a current master record data on magnetic
tape.

(b) Transfer of Funds. The Contributor shall promptly endorse and
-----------------
send to the Partnership via overnight mail or delivery service any checks, money
orders or other funds in respect of any Contributed Asset which are or have been
received by the Contributor after the Closing Date, including all payments by
Customers on or relating to the Accounts. In the event the Partnership receives
checks, money orders and the like from one or more of the Customers constituting
payments under such Contributed Assets payable to the order of the Contributor,
the Partnership is authorized to endorse such checks, money orders and the like
in the name of the Contributor, without recourse, and apply the proceeds thereof
to amounts owing under the related Contributed Assets. In the event the
Partnership receives checks, money orders and the like from one or more of the
Customers constituting payments attributable to periods prior to the Effective
Date, the Partnership shall promptly endorse them and send them to the
Contributor via overnight mail or delivery service.

(c) Notice and Transfer of Communications and Payments. The
--------------------------------------------------
Contributor shall promptly complete each of the following items when required
after the Closing:

(1) notify the Partnership in writing of any questions,
complaints, legal notices, or other communications relating to the
Contributed Assets that are received by the Contributor;

6
<PAGE>

(2) deliver to Partnership all Customer correspondence,
insurance notices, tax bills or any other correspondence or
documentation related to the Contributed Assets which are or have been
received by the Contributor; and

(3) furnish the Partnership with such information and file
such reports supplementary to the information contained in the
documents and schedules delivered pursuant hereto as the Partnership
may reasonably request from time to time.

(d) Contributor Cooperation and Segregation of Records. The
--------------------------------------------------
Contributor shall cooperate fully with the Partnership and shall use reasonable
efforts to enable the Partnership to transfer the Contributed Assets to the
Partnership's designated computer system as soon as possible after the Closing,
subject to the terms and conditions of any mutually agreeable arrangements made
by the Partnership and the Contributor with respect to the transition of the
Contributed Assets to the Partnership. The Contributed Assets, including all
books, computer discs, tapes, and diskettes, and other documents and records
relating to the Contributed Assets, are and shall continue at all times to be
the sole and exclusive property of the Partnership. The Contributor shall
segregate the Contributed Assets from all other items in Contributor's
possession, including files and databases on Contributor's computer system, and
clearly and conspicuously label them as being owned by the Partnership,
regardless of whether an item comprising the Contributed Assets is in the
possession of Contributor pursuant to this Agreement or otherwise.

(e) Contributor's Conduct of Business. Until such time as the
---------------------------------
Partnership has delivered written notice to Contributor that the Contributed
Assets have, to the Partnership's sole satisfaction, been completely transferred
to the Partnership or the Partnership's agent (which notice shall not constitute
a waiver of the Partnership's rights under this Agreement), the Contributor
shall continue to do all things necessary and appropriate to preserve the
integrity and value of the Contributed Assets, including without limitation the
following:

(1) preparing and maintaining such books and records as are
appropriate, customary, and necessary;

(2) receiving, processing, and accounting for payments and
credits on the Contributed Assets;

(3) responding as appropriate in writing or by telephone to
Customer inquiries, requests, or billing error notices and making
appropriate adjustments with the concurrence of the Partnership;

(4) collecting Customer payments; and

(5) providing supplies, telecommunications, and data
transmission and processing equipment and programs as needed to permit
the proper administration and operation of all Contributed Assets.

7
<PAGE>

(f) Consents. The Contributor shall use its best efforts to obtain
--------
any consents from third parties in order for the Contributor to sell and
transfer the Contributed Assets and otherwise complete the transactions
contemplated by this Agreement. If any of the foregoing shall require the
consent of any party thereto (other than the Contributor), then this Agreement
shall not constitute an agreement to assign the same, and such items shall not
be assigned to or assumed by the Partnership if an actual or attempted
assignment thereof would constitute a breach or default thereunder. If any such
consent cannot be obtained, the Contributor will cooperate in any reasonable
arrangement designed to obtain for the Partnership all benefits and privileges
of the applicable instrument, contract, license, document or permit, while
protecting the Contributor from continuing liabilities or obligations
thereunder.

(g) No Further Compensation. The Contributor shall perform all the
-----------------------
services and take all the actions contemplated by this Section 6 in a prompt,
efficient and competent manner without compensation other than the Final
Consideration. The Contributor's degree of care shall be reasonable and shall
not be less than that which is standard and customary in the industry. In
addition, the Contributor shall at all times perform such services in accordance
with all applicable federal, state and local statutes, regulations, and other
laws.

(h) Termination of Resale Agreement. The Resale Agreement shall
-------------------------------
terminate on and effective as of the Closing Date. The rights and obligations of
the parties to the Resale Agreement with respect to the termination thereof
shall be as set forth in the Resale Agreement.

(i) CPNI/SLI. The Contributor hereby acknowledges and agrees that,
--------
with respect to the CPNI/SLI, the effect of this Agreement is to cause the
Contributor to contribute, transfer and convey to the Partnership all of the
Contributor's rights, power and authority to own, use, and/or disclose the
CPNI/SLI, and that the Contributor does not retain or reserve, and does not
pursuant to this Agreement obtain, any right, power or authority to own, use
and/or disclose the CPNI/SLI for any purpose.

Section 7. Representations and Warranties of the Contributor. The
-------------------------------------------------
Contributor hereby represents and warrants to the Partnership as of the
Effective Date and the Closing Date that:

(a) Organization and Authority. The Contributor is a corporation
--------------------------
duly organized, validly existing and in good standing under the laws of the
State of Louisiana. The Contributor has full power and authority (corporate and
regulatory) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligation under this
Agreement. The Contributor holds all licenses and permits necessary to carry on
its business as now being conducted, and is licensed in, qualified to transact
business in, in good standing under, and in compliance with, the laws of each
state where necessary in order to own and provides services to Customers
relating to the Contributed Assets and perform its obligations under this
Agreement.

(b) Authorization of Agreement. The Contributor has taken all
--------------------------
necessary action to authorize its execution, delivery and performance of this
Agreement and has the power and authority to execute, deliver and perform this
Agreement and all the transactions contemplated hereby, including, but not
limited to the authority to sell, assign and transfer the Contributed Assets in
accordance with this Agreement and to perform its obligations under this
Agreement; and assuming

8
<PAGE>

due authorization, execution and delivery by the Partnership, this Agreement and
all the obligations of the Contributor hereunder are the legal, valid and
binding obligations of the Contributor, enforceable against the Contributor in
accordance with the terms of this Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). The undersigned representative of the
Contributor is duly authorized to act on behalf of the Contributor with respect
to the execution, delivery and performance of this Agreement.

(c) Noncontravention and Approval. The execution and delivery of
-----------------------------
this Agreement and the performance of its obligations thereunder by the
Contributor will not conflict with any provision of any law or regulation to
which the Contributor is subject or conflict with or result in a breach of or
constitute a default under any of the terms, conditions or provisions of the
Contributor's organizational and governing documents or any agreement or
instrument to which the Contributor is a party or by which the Contributor is a
party or by which it is bound or any order or decree applicable to the
Contributor or result in the creation or imposition of any lien on any of its
assets or property which would adversely affect the ability of the Contributor
to carry out the terms of this Agreement; and the Contributor has obtained any
consent, approval, authorization or order of any court or governmental agency or
body required for the execution, delivery and performance by the Contributor of
this Agreement.

(d) Litigation. There is no action, suit or proceeding pending or
----------
to Contributor's knowledge, threatened, against the Contributor in any court or
by or before any other governmental agency or instrumentality which seeks to
prohibit the Contributor from entering into this Agreement or which would
adversely affect the ability of the Contributor to carry out the transactions
contemplated by this Agreement or would materially and adversely affect the
condition (financial or otherwise) or operations of the Contributor; there is no
pending or, to Contributor's knowledge, threatened, suit, action, litigation or
claim of any kind by the Customer(s) relating to the Contributed Assets.

(e) Ownership of Contributed Assets. Prior to the transfer and
-------------------------------
assignment of each Contributed Asset to the Partnership, the Contributor held
good and indefeasible title to, and was the sole owner and holder of such
Contributed Asset subject to no liens, charges, mortgages, encumbrances or
rights of others; and immediately upon the transfer and assignment herein
contemplated, the Partnership will hold good and indefeasible title to, and will
be the sole owner of, each Contributed Asset subject to no liens, charges,
mortgages, encumbrances or rights of others; and the Contributor has full
authority, right and power to sell and assign such Contributed Asset to the
Partnership;

(f) Brokers. The Contributor has not retained the services of a
-------
broker or finder and has not agreed to pay any fee, commission or other payment
upon the closing of this Agreement. The Contributor agrees to defend and hold
the Partnership harmless and indemnify the Partnership from any claim, demand,
cause of action or judgment which may arise as a result of any broker or finder
retained by or asserting claims by or through the Contributor. The indemnity
and hold harmless by the Contributor hereunder shall include all costs and
expenses that may be incurred by the Partnership, including without limitation
its attorneys' fees.

9
<PAGE>

(g) Accuracy and Completeness of Statements. All information
---------------------------------------
provided by the Contributor to the Partnership relating to the Contributed
Assets before the execution of this Agreement is true and correct as of the
Closing Date. No certificate of an officer, statement furnished, or report or
electronic transmission delivered pursuant to the terms hereof by the
Contributor contains or will contain any untrue statement of a material fact or
omits or will omit to state any material fact necessary to make the certificate,
statement, report or transmission not misleading.

(h) Conduct of Business. The business practices used by the
-------------------
Contributor with respect to the marketing, sale and provision of services to the
Customers relating to the Contributed Assets have been, in all material
respects, legal, proper, prudent and customary in the PCS retail business.

(i) Performance. The Contributor does not believe, nor does it
-----------
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Contributor is solvent and the sale of
the Contributed Assets will not cause the Contributor to become insolvent. The
sale of the Contributed Assets is not undertaken with the intent to hinder,
delay or defraud any of the Contributor's creditors.

(j) Customers. The list of persons and other information set
---------
forth on Schedule 1 constitutes a complete and accurate statement of all
----------
information specified in Section 2(a) of this Agreement regarding the Customers.
To the best of Contributor's knowledge, the Customer information on Schedule 1
----------
is free from arithmetic error. To the best of Contributor's knowledge, each of
the documents comprising a portion of the Contributed Asset executed by the
related Customer is genuine and contains genuine signatures of the Customer.

(k) PCS Contracts. There exists no known defense to the
-------------
enforceability of the PCS Contracts; and there is no known right of offset,
right of rescission, avoidance, defense or counterclaim, whether by operation of
law or otherwise, to any PCS Contract. The PCS Contracts and other agreements
executed in connection therewith contain the entire agreement of the parties
thereto with respect to the subject matter thereof, free of concessions or
understandings with the Customer of any kind not expressed therein, are genuine,
and constitute the legal, valid and binding obligation of the Customer,
enforceable in accordance with its terms except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar law affecting
the enforcement of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). Each PCS Contract contains customary and enforceable provisions
such as to render the rights and remedies of the Contributor and its assigns
adequate. Except as evidenced by an appropriate written amendment or
modification that has been executed, and a certified copy of which is contained
in the related file, the Contributor has not impaired, altered or modified any
PCS Contract in any respect. Except as indicated on Schedule 1, no payment
----------
required of a Customer under any PCS Contract was past due as of the Effective
Date. Each PCS Contract is assignable to the Partnership, and Contributor has
provided notice to or obtained the consent of the Customer for such assignment
to the extent required thereby.

10
<PAGE>

(l) Compliance With Laws. Contributor has complied with all
--------------------
requirements of any federal, state or local law applicable to the Contributed
Assets, has given all notices, disclosures, and other statements or information
required by law or regulation to be given with respect to the Contributed
Assets, and has performed any other act required by law to be performed with
respect to the Contributed Assets. Neither Contributor nor any of Contributor's
agents or representatives has either committed fraud or made any material
misrepresentation with respect to the Contributed Assets.

(m) Taxes. All Tax Returns required to be filed by or with
-----
respect to the Contributor and the Contributed Assets have been timely filed
with appropriate governmental agencies in all jurisdictions in which such Tax
Returns are required to be filed for all periods ending on or prior to the
Closing Date. All Taxes due from or with respect to the Contributor and the
Contributed Assets for all periods ending on or prior to the Closing Date have
been fully paid. There are no federal, state or local tax liens upon any
property or assets of the Partnership or the Contributed Assets. There are no
tax deficiencies owing by the Partnership, and there is not currently pending
any audit of the Partnership with respect to any Taxes. The consummation of the
transactions contemplated by this Agreement will not result in the imposition or
creation of any liability for Taxes with respect to the Contributed Assets
except for obligations which remain the liability of the Contributor or result
from any election made by the Partnership after the Closing. For this purpose,
(i) the term "Tax Return" shall mean all returns, declarations, reports,
estimates, information returns, statements and forms required to be filed in
respect of any Taxes, and (ii) the term "Taxes" shall mean all taxes, charges,
fees, imposts, levies or other assessments, including, without limitation, all
net income, gross receipts, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, license, withholding, payroll,
employment, social security, unemployment, excise, severance, stamp, occupation,
and property taxes, customs duties, fees, assessments and charges of any kind
whatsoever, together with any interest any penalties, additions to tax or
additional amounts imposed by any taxing authority (domestic or foreign) and
shall include any transferee liability in respect of Taxes.

(n) Inventory. The list of items set forth on Schedule 2 attached
--------- ----------
hereto provides a complete and accurate list of all items comprising the
Inventory. All items comprising the Inventory are of good quality and quantity
which are usable and saleable in the ordinary course of business of the
Partnership. All items of the Inventory are located on the premises described in
Schedule 2.
- ----------

(o) Assumed Liabilities. All information provided by the
-------------------
Contributor to the Partnership relating to the Assumed Liabilities before the
execution of this Agreement is true and correct. Each agreement, if any, listed
on Schedule 4 is valid, binding and enforceable and in full force and effect;
the Contributor has made all payments and performed all obligations due by it
thereunder for the period prior to Effective Date; no default or event of
default exists thereunder. Each agreement, if any, listed on Schedule 4 is
----------
assignable to the Partnership, and the Contributor has provided notice to or
obtained the consent of the other party(ies) thereto for such assignment to the
extent required thereby.

11
<PAGE>

Section 8. Representations and Warranties of the Partnership. The
-------------------------------------------------
Partnership hereby represents and warrants the following to the Contributor as
of the Effective Date and the Closing Date:

(a) Organization and Authority. The Partnership is a partnership
--------------------------
in commendam duly organized and validly existing under the laws of the State of
Louisiana. The Partnership has full power and authority to enter into this
Agreement.

(b) Authorization of Agreement. The Partnership represents and
--------------------------
warrants to the Contributor that, assuming due authorization, execution and
delivery by the Contributor, this Agreement and all of the obligations of the
Partnership hereunder are the legal, valid and binding obligations of the
Partnership, enforceable in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). The general partner of
Partnership is authorized to act on behalf of and bind the Partnership to the
terms of this Agreement, and the undersigned representative of the Partnership's
general partner is duly authorized to act on behalf of the general partner in
this regard.

Section 9. Non-Competition and Non-Solicitation.
------------------------------------

(a) General Limitations. Contributor covenants and agrees with
-------------------
Partnership that, for a period of two years following the Closing, Contributor
shall not engage in, carry on, represent, or have a financial interest in,
directly or indirectly, individually, as a member of a partnership, joint
venture, or limited liability company, equity owner, shareholder, investor, or
manager, any business that involves the provision of PCS services to the
Customers; provided, however, that such limitations shall not apply to (i) the
ownership, directly or indirectly, by the Contributor of the Partnership, the
General Partner, and less than one percent of the total aggregate equity
interests in any other corporation, partnership, or limited liability company,
together with any affiliates thereof, or (ii) any activities conducted by the
Contributor on behalf of and for the benefit of the Partnership; provided,
further, that the limitations imposed on the Contributor in this Section 9 of
this Agreement shall not affect any of the Contributor's obligations under any
of the documents or agreements governing the organization or operation of the
Partnership.

(b) Branding. Branding shall be terminated at Closing. However,
--------
co-branding and/or sub-branding involving the use of the Contributor's name
and/or logo shall be permitted as required or allowed by the Sprint PCS
Management Agreement, subject to Sprint's approval. The Partnership and the
Contributor shall take such steps as are necessary or appropriate to at all
times comply with any Sprint requirements regarding Branding.

(c) Non-Solicitation and Non-Interference. Contributor shall not
-------------------------------------
take any action to solicit any Customer in order to effect the termination of
any PCS Contract or the use by the Customer of a provider of PCS services other
than the Partnership.

(e) Separate Agreements. Contributor acknowledges and agrees that
-------------------
the agreements set forth in this Section 9 each constitute separate agreements
independently supported by good and adequate consideration and shall be
severable from the other provisions of, and shall

12
<PAGE>

survive, this Agreement. The existence of any claim or cause of action of
Contributor against Partnership, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Partnership of
the covenants and agreements of Contributor contained in this Section 9.

(f) Limitations Reasonable; Reformation. Contributor agrees that
-----------------------------------
the limitations set forth herein on its rights to compete with the Partnership
as set forth in this Section 9 are reasonable and necessary for the protection
of Partnership. In this regard, the Contributor specifically agrees that the
limitations as to period of time and geographic area, as well as all other
restrictions on its activities specified herein, are reasonable and necessary
for the protection of the Partnership. Contributor agrees that, in the event
that the provisions of this Section 9 should ever be deemed to exceed the scope
of business, time or geographic limitations permitted by applicable law, such
provisions shall be and are hereby reformed to the maximum scope of business,
time or geographic limitations permitted by applicable law.

(g) Injunctive Relief. Contributor agrees that the remedy at law
-----------------
for any breach by it of this Section 9 will be inadequate and that the
Partnership shall be entitled to injunctive relief.

Section 10. Survival and Indemnification.
----------------------------

(a) Survival. Except as otherwise specifically provided in this
--------
Agreement, all representations, warranties, covenants, and agreements of
Contributor and Partnership contained herein or in any attachment, schedule,
document or instrument attached hereto or delivered in connection herewith shall
survive the Closing and shall continue in full force and effect for two years
following the Closing; provided, however, that Contributor's representations and
warranties regarding Tax Returns and Taxes shall expire and be terminated 30
days after the date of expiration of the statute of limitations for collection
of the amounts in question.

(b) Indemnity Obligation of the Contributor. Subject to Section
---------------------------------------
10(a), the Contributor hereby covenants and agrees to indemnify, save and hold
the Partnership Indemnified Parties harmless from and against any Damages
arising from, out of or in any manner connected with or based on the following:

(1) any inaccuracy in or breach of any representation or
warranty of Contributor contained herein, or in any attachment,
schedule, document or instrument attached hereto or delivered in
connection herewith;

(2) the breach of any covenant of the Contributor or any
failure of the Contributor to duly perform or observe any term,
provision, covenant or obligation contained herein, or in any
attachment, schedule, document or instrument attached hereto or
delivered in connection herewith; and

13
<PAGE>

liabilities of the Contributor or any of its affiliates arising out of
or relating to products sold or services rendered by Contributor prior
to the Effective Date) other than the Assumed Liabilities.

The foregoing indemnities shall not limit or otherwise adversely affect the
Contributor Indemnified Parties' rights of indemnity for Damages under Section
10(c). For purposes of this Section 10, a representation or warranty of the
Contributor shall be considered inaccurate or breached without regard to the
knowledge of the Partnership of any such inaccuracy or breach as of the date
hereof and notwithstanding that any such representation or warranty was
expressly made to the best of the Contributor's knowledge or refers to matters
known to the Contributor or is based on limited due diligence, analysis, testing
and examination by the Contributor.

(c) Limitation On Contributor's Indemnity Obligation.
------------------------------------------------
Notwithstanding any of the foregoing to the contrary, (i) the Contributor shall
not be required to indemnify the Partnership Indemnified Parties from any
Damages pursuant to this Section 10 until any of the Partnership Indemnified
Parties has suffered Damages in excess of a $10,000 aggregate threshold (at
which point the Contributor will be obligated to indemnify the Partnership
Indemnified Parties from and against all such Damages), and (ii) the aggregate
liability of the Contributor to the Partnership Indemnified Parties pursuant to
this Section 10 shall not exceed 100% of the Final Consideration. The provisions
of this Section 10(c) shall not be applicable to the adjustments to the
Consideration contemplated by Section 3.

(d) Indemnity Obligation of the Partnership. Subject to Section
---------------------------------------
10(a), the Partnership hereby covenants and agrees to indemnify, save and hold
the Contributor Indemnified Parties harmless from and against any Damages
arising from, out of or in any manner connected with or based on the following:

(1) any inaccuracy in or breach of any representation or
warranty of Partnership contained herein, or in any attachment,
schedule, document or instrument attached hereto or delivered in
connection herewith;

(2) the breach of any covenant of the Partnership or any
failure of the Partnership to duly perform or observe any term,
provision, covenant or obligation contained herein, or in any
attachment, schedule, document or instrument attached hereto or
delivered in connection herewith; and

(3) any Assumed Liability; provided, however, the
Partnership shall have no indemnity or other obligation under this
Section 10(d) with respect to any matter for which the Contributor
failed to perform any duty, responsibility or obligation owed by
Contributor to the Partnership as Partnership's manager, agent,
representative or otherwise.

14
<PAGE>

Partnership based on their proportionate ownership interests in the Partnership
during the time period during which the liability for the payment accrues.

(e) Notice. The party claiming indemnification (the "Indemnified
------
Party") shall give notice to the other party (the "Indemnifying Party") promptly
after the Indemnified Party has actual knowledge of the assertion of any claim,
or the commencement of any suit, action, or proceeding as to which indemnity may
be sought; provided, however, that the failure of the Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 10. Such notice shall set forth an estimate of
the amount, if quantifiable, of liability attributable to and the nature of the
claim as to which indemnity is being sought. Thereafter, the Indemnified Party
shall deliver to the Indemnifying Party, promptly (and in any event within 10
days thereof) after the Indemnified Party's receipt thereof, copies of all
notices and documents (including court papers) received by the Indemnified Party
relating to such claim, action, suit or proceeding.

(f) Legal Defense. The Indemnifying Party shall be responsible for
-------------
the defense or settlement of any third-party claim, suit, action or proceeding
in respect of which indemnity may be sought hereunder, provided that (i) each
Indemnified Party shall at all times have the right, at its option, to
participate fully therein, and (ii) if the Indemnified Party does not proceed
diligently to defend the third-party claim, suit, action or proceeding within 10
days after receipt of notice of such third-party claim, suit, action or
proceeding, the Indemnifying Party shall have the right, but not the obligation,
to undertake the defense of any such third-party claim, suit, action or
proceeding.

(g) Settlement. The Indemnifying Party shall not be required to
----------
indemnify the Indemnified Party with respect to any amounts paid in settlement
of any third-party suit, action, proceeding or investigation entered into
without the written consent of the Indemnifying Party; provided, however, that
if the Indemnified Party is a Partnership Indemnified Party, such third-party
claim, suit, action, proceeding or investigation may be settled without the
consent of the Indemnifying Party on 10 days' prior written notice to the
Indemnifying Party if such third-party suit, action, proceeding or investigation
is then unreasonably interfering with the business or operations of the
Partnership and the settlement is commercially reasonable under the
circumstances; and provided further, that if the Indemnifying Party gives 10
days' prior written notice to the Indemnified Party of a settlement offer which
the Indemnifying Party desires to accept and to pay all Damages with respect
thereto ("Settlement Notice") and the Indemnified Party fails or refuses to
consent to such settlement within 10 days after delivery of the Settlement
Notice to the Indemnified Party, and such settlement otherwise complies with the
provisions of this Section 10, the Indemnifying Party shall not be liable for
Damages arising from such third-party claim, suit, action, proceeding or
investigation in excess of the amount proposed in such settlement offer.
Notwithstanding the foregoing, no Indemnifying Party will consent to the entry
of any judgment or enter into any settlement without the consent of the
Indemnified Party, if such judgment or settlement imposes any obligation or
liability upon the Indemnified Party other than the execution, delivery or
approval thereof and customary releases of claims with respect to the subject
matter thereof.

(h) Cooperation. The parties shall cooperate in defending any such
-----------
third-party claim, suit, action, proceeding or investigation, and the defending
party shall have reasonable access to the books and records, and personnel in
the possession or control of the Indemnified Party that are

15
<PAGE>

pertinent to the defense. The Indemnified Party may join the Indemnifying Party
in any suit, action, claim or proceeding brought by a third party, as to which
any right of indemnity created by this Agreement would or might apply, for the
purpose of enforcing any right of the indemnity granted to such Indemnified
Party pursuant to this Agreement.

(i) Indemnification Payment. In accordance with Sections 10(e) and
-----------------------
(f), the Indemnified Party may make demand for indemnification upon the
Indemnifying Party, to the address herein set forth for notice for the parties,
and the Indemnifying Party shall make payment in satisfaction of such demand for
indemnity within ten (10) days of receipt of such demand. In the event that the
Indemnifying Party does not satisfy its indemnity obligations hereunder in a
timely fashion as set forth herein, the indemnity obligation of the Indemnifying
Party shall bear interest at the rate of 10% per annum accrued from and after
the 30th day after the date such amount of indemnity obligation was first due
and payable, and such interest shall continue to accrue until such time as such
indemnity obligation is fully and finally paid. The obligations of the
Indemnifying Party to indemnify the Indemnified Party in respect of Damages as
set forth in this Section 10 shall survive the consummation of the contribution
of the Contributed Assets and shall continue in full force and effect forever
thereafter.

(j) Definitions. For purposes of this Agreement:
-----------

(1) The term "Partnership Indemnified Party" shall mean the
Partnership and its partners and their respective officers,
directors, employees, representatives, agents, advisors,
consultants and assigns, and all of their respective heirs,
legal representatives, successors and assigns, but shall
exclude the Contributor Indemnified Party.

(2) The term "Damages" shall mean all damages, dues, penalties,
fines, costs, amounts paid in settlement, obligations,
Taxes, liens, losses, expenses, and fees, including, without
limitation, any court costs and attorneys' and accountant's
fees and expenses.

(3) The term "Contributor Indemnified Party" shall mean the
Contributor and its officers, directors, employees,
representatives, agents, advisors, consultants and assigns,
and all of their respective heirs, legal representatives,
successors and assigns.

(k) Other Indemnification Procedures. The foregoing indemnification
--------------------------------
provisions constitute the exclusive method for compensating the other Parties
for, or indemnifying the other Parties against, claims relating to the
transactions contemplated by this Agreement.

16
<PAGE>

Section 11. Dispute Resolution Procedures
-----------------------------

(a) Agreement to Use Procedure. The parties have entered into
--------------------------
this Agreement in good faith and in the belief that it is mutually advantageous
to them. It is with that same spirit of cooperation that they pledge to attempt
to resolve any dispute amicably without the necessity of litigation.
Accordingly, if a dispute arises between them relating to this Agreement (a
"Dispute"), they will first utilize the procedures specified in this Section 11
(the "Procedure") prior to the commencement of any legal action; provided,
however, that the use of this Procedure shall not be required prior to seeking
and obtaining either a temporary restraining order or preliminary injunction
pursuant to Section 9(g) of this Agreement (but shall be required prior to
seeking and obtaining a permanent injunction pursuant to Section 9(g) so long as
any temporary restraining order or preliminary injunction remains in effect).

(e) Time and Place for Mediation. In consultation with the
----------------------------
mediator selected, the parties shall promptly designate a mutually convenient
time and place for the mediation, and unless circumstances require otherwise,
such time to be not later than 45 days after selection of the mediator.

(f) Exchange of Information. In the event any party to this
-----------------------
Agreement has substantial need for information in the possession of another
party to this Agreement in order to prepare for the mediation, all parties shall
attempt in good faith to agree on procedures for the

17
<PAGE>

expeditious exchange of such information. If no agreement is reached in this
regard, the mediator shall decide on the appropriate procedures.

(h) Parties to be Represented. In the mediation, each party shall
-------------------------
be represented by an Authorized Individual and may be represented by counsel. In
addition, each party may, with permission of the mediator, bring such addition
persons as needed to respond to questions, contribute information and
participate in the negotiations.

(i) Conduct of Mediation. The mediator shall determine the format
--------------------
for the meetings, designed to assure that both the mediator and the Authorized
Individuals have an opportunity to hear an oral presentation of each party's
views on the matter in dispute, and that the authorized parties attempt to
negotiate a resolution of the matter in dispute, with or without the assistance
of counsel or others, but with the assistance of the mediator. To this end, the
mediator is authorized to conduct both joint meetings and separate private
caucuses with the parties. The mediation session shall be private, and all
information and statements shall remain confidential. The mediator will keep
confidential all information learned in private caucus with any party unless
specifically authorized by such party to make disclosure of the information to
the other party. The parties shall keep confidential, and shall not use for any
other purpose, all information and statements obtained or made in the course of
the mediation process. The parties hereby agree to sign a document agreeing that
the mediator shall be governed by the provisions of Chapter 154 of the Texas
Remedies and Practice Code and such other rules as the mediator shall prescribe.
The parties commit to participate in the proceedings in good faith with the
intention of resolving the Dispute if at all possible.

(j) Termination of Procedure. The parties agree to participate in
------------------------
the mediation procedure to its conclusion. The mediation shall be terminated (i)
by the execution of a settlement agreement by the parties, (ii) by a declaration
of the mediator that the mediation is terminated, or (iii) by a written
declaration of a party to the effect that the mediation process is terminated at
the conclusion of one full day's mediation session. Even if the mediation is
terminated without a resolution of the Dispute, the parties agree not to
terminate negotiations and not to commence any legal action or seek other
remedies prior to the expiration of five days following the mediation.
Notwithstanding the foregoing, any party may commence litigation within such
five day period if litigation could be barred by an applicable statute of
limitations or in order to request an injunction to prevent irreparable harm.

(k) Fees of Mediator, Disqualification. The fees and expenses of
----------------------------------
the mediator shall be shared equally by the parties. The mediator shall be
disqualified as a witness, consultant, expert or counsel for any party with
respect to the Dispute and any related matters.

18
<PAGE>

Section 12. Miscellaneous Provisions.
------------------------

(a) Further Documentation. At any time, and from time to time
---------------------
hereafter, upon the reasonable request of either party, and without payment of
further consideration to the other party, each party covenants to do, execute,
acknowledge and deliver, and cause to be done, executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may be required in order to (i) complete
the transactions contemplated by this Agreement, (ii) assign, transfer, grant,
convey, assure and confirm to the Partnership, or to collect and reduce to
possession, any or all of the Contributed Assets or the Assumed Liabilities as
provided for herein, and (iii) to evidence any of the foregoing.

If to the Partnership: Meretel Communications Limited Partnership
Wireless Management Corporation, General Partner
c/o Fort Bend Communication Companies, Inc.
1260 Pin Oak Road
Katy, Texas 77493

19
<PAGE>

Telephone No.: (281) 396-5796
Facsimile No.: (281) 396-5524
Attention: George V. Head, President

If to the Contributor: EATELCORP., Inc.
913 South Burnside Ave
Gonzales, Louisiana 70737
Telephone No.: (225) 621-4231
Facsimile No.: (225) 644-8566
Attention: John Scanlan, Executive President

(e) Headings. The headings of the Sections and Subsections
--------
contained in this Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement or any provision thereof.

(g) Assignment. This Agreement and the terms, covenants,
----------
conditions, provisions, obligations, undertakings, rights and benefits hereof,
including the Attachments hereto, shall be binding upon, and shall inure to the
benefit of, the undersigned parties and their respective successors and assigns.

(h) Prior Understandings. This Agreement supersedes any and all
--------------------
prior discussions and agreements between the Contributor and the Partnership
with respect to the contribution and transfer of the Contributed Assets and
other matters contained herein, and this Agreement contains the sole and entire
understanding between the parties hereto with respect to the transactions
contemplated in this Agreement, except as otherwise provided in the Omnibus
Agreement.

20
<PAGE>

(i) Integrated Agreement; Amendments. This Agreement and all
--------------------------------
attachments hereto constitute the final complete expression of the intent and
understanding of the Partnership and the Contributor. This Agreement shall not
be altered or modified except by a subsequent writing, signed by the Partnership
and the Contributor.

(k) Survival. Each and every covenant, representation and
--------
warranty hereinabove made by the Partnership or the Contributor shall survive
the consummation of the contribution and transfer of the Contributed Assets.

(l) Joinder of Other Parties. Unwired, Fort Bend, and XIT are
------------------------
executing this Agreement to acknowledge its fairness, the existence of certain
obligations they owe as referenced herein, and their assent to the terms and
conditions hereof.

(m) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, AND THE
-------------
RIGHTS AND OBLIGATIONS OF THE CONTRIBUTOR AND THE PARTNERSHIP HEREUNDER
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT REGARD
TO THE CONFLICTS OF LAWS AND RULES THEREOF.

[SIGNATURES ON NEXT PAGE]

21
<PAGE>

IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement in
multiple originals on the Closing Date to be effective as of the Effective Date.

PARTNERSHIP:
------------

MERETEL COMMUNICATIONS LIMITED PARTNERSHIP

By Wireless Management Corporation, its
General Partner

By:_______________________________________

Name:_____________________________________

Title:____________________________________

CONTRIBUTOR:
------------

EATELCORP, INC.

By:_______________________________________

Name:_____________________________________

Title:____________________________________

OTHER PARTIES:
--------------

US UNWIRED, INC.

By:_______________________________________

Name:_____________________________________

Title:____________________________________

FORT BEND TELEPHONE COMPANY, INC.

By:_______________________________________

Name:_____________________________________

Title:____________________________________

22
<PAGE>

XIT LEASING, INC.

By:_______________________________________

Name:_____________________________________

Title:____________________________________

Schedule 1 - List of Customers and Related Information
Schedule 2 - List of Inventory
Schedule 3 - List of Other Agreements To Be Assumed

Exhibit 1 - Form of General Conveyance, Transfer and Assignment

23
<PAGE>

SCHEDULE 1
----------

List of Customers And Related Information

Schedule 1 was provided by the Contributor to the Partnership on
__________, 1999, and was printed on _______________ paper. The printout
shows that it was printed on __________, 1999, and contains information
dated as of __________, 1999. The printout shows __________ subscribers and
__________ phone lines.
<PAGE>

SCHEDULE 2
----------

List of Inventory
<PAGE>

SCHEDULE 3
----------

List of Other Agreements to Be Assumed
<PAGE>

EXHIBIT 1

Form of General Conveyance, Transfer and Assignment
<PAGE>

Exhibit 10.16

SETTLEMENT AND RELEASE AGREEMENT
--------------------------------

This Settlement and Release Agreement ("Agreement") is effective as of October
____, 1999 (the "Effective Date"). The undersigned parties to this Agreement
agree to settle, and do hereby settle and compromise, their disputes and
controversies on the terms and conditions set forth herein.

1. Parties. The following are the parties to this Agreement:
-------

(a) U S Unwired, Inc. and Mercury Information Technologies, Inc.
(collectively, "Unwired");
(b) EATELCORP, Inc. and RBS Enterprises, Inc. (collectively,
"EATEL");
(c) Fort Bend Telephone Company and Fort Bend Communication
Companies, Inc. (collectively, "Fort Bend");
(d) XIT Leasing, Inc. ("XIT");
(e) Meretel Communications Limited Partnership ("Meretel");
(f) Wireless Management Corporation ("Wireless"); and
(g) Meretel Wireless, Inc.

The parties listed above are collectively referred to as the "Parties" and
individually as a "Party".

2. Mutual Representations and Warranties, Each Party represents and warrants
-------------------------------------
to each of the other Parties that:

(a) It has all requisite legal power to enter into this Agreement.

(b) All acts required of it for the due and valid authorization,
execution, delivery and performance of this Agreement have been duly and validly
taken.

3. Recitals
--------

3.1 The Parties, other than those second to be identified in Sections
1(a), (b) and (c) above, have entered into an Omnibus Agreement in September,
1999 (the "Omnibus Agreement"), one of the conditions to the consummation of the
Closing (as defined in the Omnibus Agreement) of which is the execution of this
Agreement.

3.2 It is the intent of the Parties to settle and compromise certain
claims, rights and causes of action against each other which arise out of
actions or omissions by one or more of them relating to Meretel and Wireless
made before the Effective Date, expressly reserving all other claims, rights and
causes of action.

4. Agreement. In order to settle and compromise the claims and differences
----------
referred to above, the Parties agree as follows:

(a) Each Party hereby releases and forever discharges each of the
other Parties and its officers, directors, shareholders, employees, agents,
successors, assigns, subsidiaries, affiliates, attorneys, and insurers, and each
of them, from any and all actions, suits, claims, demands, debts, liens, causes
of action, damages or liabilities of every kind and character (collectively
referred to hereafter as "Claims"), that it has or may have against any of them
as of the Effective Date and arising out of actions or omissions before the
Effective Date, whether such Claims arise under federal law, state law or
otherwise; whether such Claims are anticipated or unanticipated; whether such
Claims are asserted or unasserted; and whether such Claims are known or unknown,
whether based, in whole or in part, on alleged breach of fiduciary duties
(including but not limited to breach of duty of care, breach of duty of loyalty,
self dealing, non-disclosure, inaccurate disclosure, or appropriation of
corporate opportunity) or based, in tort, or based on breach of contract
(including but not limited to the Articles of Partnership of Meretel, as
amended, or the Articles of Incorporation or By-Laws of Wireless, in each case
as amended, or based on violations of law (including but not limited to the
federal securities laws or any state securities law), or based upon any acts or
omissions of their respective officers, directors, shareholders, employees,
agents, successors, assigns, subsidiaries, affiliates and attorneys insofar as
such Claims arise out of or are based on (i) any alleged Claim that any Party
other than Unwired may have to the benefits arising out of any agreement, letter
of intent or negotiations between Unwired and Sprint PCS or any affiliate of
Sprint PCS, (ii) any alleged Claims expressed or implied in a letter dated
January 30, 1999 from Meretel to Robert Piper, President of Unwired or (iii) any
alleged Claims relating to the termination of Unwired's management of Meretel.

2
<PAGE>

(b) No Party is releasing or giving up any Claims other than those
expressly released under subsection (a), above, but each Party represents and
warrants to each other Party that as of the date of this Agreement its executive
officers have no present actual knowledge of any other Claim it has or may have
against any other Party other than those released by this Agreement, it being
understood that no Party has undertaken, or has been required to undertake, any
due diligence or other investigation or inquiry to ascertain the existence of
any Claim against any other Party other than those released hereby.

(c) In executing and consenting to this Agreement, the Parties, and
each of them, hereby bind their heirs, assigns, and successors in business or
interest, and all persons and entities claiming through them. In furtherance of
the foregoing, each Party agrees to indemnify and hold harmless each other Party
and each of its officers, directors, shareholders, employees, agents,
successors, assigns, affiliates, attorneys and insurers , against any and all
claims demands, debts, causes of action, damages or liabilities, and against
expenses (including attorneys fees) incurred in investigating and defending
against any Claims released pursuant to Subsection (a), above, which such
indemnifying Party could not assert by virtue of this Agreement and which is
brought by any of its officers, directors, shareholders, employees, agents,
successors, assigns, affiliates, attorneys, insurers, or any other person acting
on authority of the indemnifying Party.

5. Miscellaneous
-------------

5.1 Consultation with Counsel. This Agreement has been approved and
-------------------------
executed by the Parties after consultation with their respective counsel.

5.2 Modification. Neither this Agreement nor any provision of this
------------
Agreement can be modified or waived in any way, except in writing by all
Parties.

5.3 Enforcement of Agreement. If any Party or Parties commence an action
------------------------
or other proceeding, or assert a claim in any action or other proceeding,
against another Party or Parties to enforce this Agreement, or any portion
thereof, the prevailing Party or Parties shall be entitled to recover actual
attorney's fees and all other costs incurred by the prevailing Party in
connection with that action, proceeding or claim. For purposes of this
paragraph, a "prevailing Party" is a Party who successfully enforces a material
provision of this Agreement, regardless of that Party's success or failure on
any other issue, or a Party who successfully defends against an attempt to
enforce a material provision of this Agreement, regardless of that Party's
success or failure on any other issue.

3
<PAGE>

5.4. Interpretation of Agreement. This Agreement has been negotiated and
---------------------------
drafted jointly by the Parties with advice of counsel.

5.5 Governing Law. This Agreement shall be governed by the laws of the
-------------
State of Louisiana.

5.6 Warranty. Each Party acknowledges, represents and warrants that it is
--------
the owner of the Claims released by it hereunder, and that none of those Claims
has been assigned, sold, transferred, conveyed or otherwise disposed of,
whether such assignment, sale, transfer, conveyance or other disposition has
occurred by operation of law or otherwise.

5.7 Counterparts. This Agreement may be executed in multiple counterparts.
------------

U S Unwired, Inc. XIT Leasing, Inc.

By:_______________________ By:____________________________

EATELCORP., Inc. Wireless Management Corporation

By:_______________________ By:____________________________

Ford Bend Telephone Company Meretel Communications Limited Partnership
By:_______________________ By Wireless Management Corporation,
its General Partner

Mercury Information Technologies, By:____________________________
Inc.

By:_______________________

RBS Enterprises, Inc. Fort Bend Communication Companies,
Inc.

By:_______________________ By:____________________________

Meretel Wireless, Inc.

By:_______________________

4
<PAGE>

EXHIBIT B

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this "Agreement") made and entered into
effective as of August 1, 1998 (the "Effective Date"), by and between US
UNWIRED, INC., a Louisiana corporation (the "Contributor"), represented herein
by its duly authorized undersigned officer, and MERETEL COMMUNICATIONS LIMITED
PARTNERSHIP, a Louisiana partnership in commendam (the "Partnership"),
represented herein by its undersigned general partner, Wireless Management
Corporation, a Louisiana corporation (the "General Partner"), represented by its
duly authorized undersigned officer, provides as follows:

RECITALS

WHEREAS, the Partnership and the Contributor each are engaged in the
personal communications service ("PCS") business;

WHEREAS, the Contributor is a limited partner of the Partnership (and an
affiliate of the Contributor is a shareholder of the General Partner);
EATELCORP, Inc., a Louisiana corporation ("Eatel"), is a limited partner of the
Partnership (and an affiliate of EATELCORP is a shareholder of the General
Partner); and Fort Bend Telephone Company, Inc., a Texas corporation ("Fort
Bend"), is a limited partner of the Partnership (and an affiliate of Fort Bend
is a shareholder of the General Partner);

WHEREAS, the Partnership was formed pursuant to the Articles of Partnership
in Commendam made and entered into as of July 26, 1995, as amended (the
"Articles of Partnership"), by and among the General Partner, the Contributor,
Eatel, Fort Bend, XIT Leasing, Inc., a Texas corporation ("XIT"}, and Meretel
Wireless, Inc., a Louisiana corporation ("MWI);

WHEREAS, the Partnership has entered into agreements to sell and lease back
73 radio signal transmission towers, and associated equipment, land, ground
leases and leases of tower space to tower tenants, that it has owned and
operated (the "Tower Sale"), such agreements provide for a series of closings
which can occur over several months as certain terms and conditions with respect
to individual towers are satisfied in accordance with the agreements, the
first closing under such
<PAGE>

agreements occurred on July 9, 1999, and subsequent closings may occur beginning
August 15, 1999, and thereafter can continue to occur on the 15th day of each
subsequent calendar month, upon the satisfaction of certain terms and conditions
specified in the agreements (each a "Subsequent Closing");

WHEREAS, prior to the Sprint PCS Management Agreement, the Contributor was
a wholesaler of PCS services obtained from the Partnership and, pursuant to its
marketing and sales activities, the Contributor developed and owned as of the
Effective Date a base of PCS retail customers (the "Customers");

WHEREAS, the Contributor has performed certain services on behalf of the
Partnership in order to discharge the Partnership's obligations under the Sprint
PCS Management Agreement (the "Management Services"), and has associated the
Contributor's name and logo with the name and logo of Sprint in connection with
performing such services on behalf of the Partnership (the "Co-branding");

WHEREAS, the Sprint PCS Management Agreement contemplates that the
Customers will be transferred, in part as a capital contribution, from the
Contributor to the Partnership, and the Partnership, acting through agreements
with the Contributor or other parties, will sell and market PCS services in the
five BTAs utilizing the FCC licenses of Sprint in accordance with the terms of
the Sprint PCS Management Agreement;

WHEREAS, Contributor, Fort Bend, Eatel, XIT, MWI, the General Partner, and
the Partnership have entered into an agreement dated September 7, 1999 (the
"Omnibus Agreement") which provides for the consummation of certain transactions
with respect to the Partnership (the "Restructuring Transactions"), one of the
conditions to the closing of which is the execution and delivery of this
Agreement;

WHEREAS, in order to, among other things, preserve the integrity and value
of the Customers to the Partnership, the Contributor and the Partnership have
agreed that Contributor will stop the Co-Branding; provided, however, the
Partnership, Fort Bend and Eatel recognize and acknowledge that the Contributor
has itself entered into management agreements directly with Sprint for areas
outside of the BTAs and will conduct co-Branding activities with respect to such
management agreements;

2
<PAGE>

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and
benefits to be obtained hereby and other good and valuable consideration, the
receipt and sufficiency of which the Partnership and Contributor hereby
acknowledge, the Partnership and Contributor hereby agree as follows:

AGREEMENTS

SECTION 1. RECITALS. The Recitals are hereby incorporated herein.

SECTION 2. CONTRIBUTION OF CONTRIBUTED ASSETS. For the Consideration, in
the amount and payable as set forth in Section 3, and pursuant to all the other
terms and provisions of this Agreement, the Contributor does hereby agree to
contribute, transfer and convey to the Partnership, and the Partnership in
reliance upon the Contributor's representations, warranties and covenants set
forth herein, does hereby agree to acquire and take from the Contributor, all of
the Contributor's right, title and interest in and to the Contributed Assets as
of the Effective Date. For purposes hereof, the "Contributed Assets" shall mean
the following items:

(a) the Customers, a complete list of whom (hereinafter referred to
as Schedule 1) as of the Effective Date has previously been provided by the
Contributor to the Partnership, including, for each such Customer, the
name, account number, telephone number, address, start date of PCS
contract, amount of prepaid but unused minutes as of the Effective Date,
outstanding account balance as of the Effective Date, date of last use, and
the amount of any payments that are past due as of the Effective Date.

(b) all contracts, oral or written, between the Contributor and the
Customers relating to the provision of PCS services by the Contributor to
the Customers (the "PCS Contracts");

(c) all trade secrets, know-how, trade dress, data, proprietary
information, and other intellectual property, including the right to
recover for infringement thereon, associated with the Customers, PCS
Contracts, and delivery of PCS services to the Customers under the PCS
Contracts (the "Intellectual Property"); provided, however, that the
Intellectual Property shall not include (i) any rights or interests in or
to Contributor's name or logo, or any intellectual property of Contributor
associated with activities of the Contributor unrelated to the Customers,
PCS Contracts, or delivery of PCS Services to the Customers, (ii) any items
that are non-transferable (such as third party commercial software
licenses), or (iii) any items that have been provided to the Partnership by
Unibill, Inc. (including the pre-pay software);

(d) all payments and proceeds on or relating to accounts receivable
associated with the provision of services to Customers under the PCS
Contracts on and after the Effective Date (the "Accounts");

(e) all handsets which are the subject of the PCS Contracts and that
are owned by the Contributor on the Closing Date (the "Handsets");

3
<PAGE>

(f) all tangible personal property relating to PCS activities located
at the following addresses on the Closing Date (the "Tangible Personal
Property"):

(1) 9634 Airline Highway
Suite 1-D
Baton Rouge, LA 70815

(2) 4414 Dowlen Road
Suite 105
Beaumont, TX 77706

(3) #62 Cental Mall
3100 Highway 365
Port Arthur, TX 77642

(4) 3523 Ambassador Caffery, Space F
Lafayette, LA 70503;

(g) all leases, subleases and other rights between the Contributor
and lessors and sublessors relating to the four locations set forth above
in Section 2(f) which are described on Schedule 2 attached hereto and
incorporated herein, a complete and accurate copy of each such lease and
sublease having previously been delivered to the Partnership by the
Contributor (the "Leases");

(h) inventory relating to PCS activities located at the four
locations set forth above in Section 2(f) on August 1, 1998 and as set
forth in Schedule 3 attached hereto and incorporated herein (the
"Inventory");

(i) all goodwill associated with the Customers, PCS Contracts, and
delivery of PCS services to the Customers under the PCS Contracts (the
"Goodwill");

(j) all books and records of the Contributor relating to the
Customers, PCS Contracts, Accounts, Handsets, Tangible Personal Property,
Leases, Inventory, Intellectual Property, and Goodwill (the "Books and
Records");

(l) all other benefits, rights and interests of the Contributor in
and to the Customers, PCS Contracts, Intellectual Property, Accounts,
Handsets, Tangible Personal Property, Leases, Inventory, Goodwill and Books
and Records.

4
<PAGE>

Section 3. Consideration. Subject to the adjustments, if any, provided
below in Section 3(a), the Partnership shall deliver the following amounts to
the Contributor in exchange for the Contributed Assets: (i) $5,796,786, payable
as provided below in this Section 3 (the "Consideration"), plus (ii) interest on
such amount (as reduced by the amount set forth below in Section 3(e)) at the
rate of 8.03% compounded annually from the Effective Date until paid (the
"Interest"). The Consideration shall be delivered in the following form: (A)
$4,296,786 by the delivery of cash payable by wire transfer or delivery of other
immediately available funds; and (B) $1,500,000 worth of additional Units in the
Partnership (as the term "Units" is defined in the Articles of Partnership and
determined as of the Closing Date pursuant to the Omnibus Agreement and Section
8 of the Articles of Partnership). The Interest shall be paid to the Contributor
by the delivery of cash payable by wire transfer or delivery of other
immediately available funds. The Consideration and Interest shall be delivered
to the Contributor within five days of the Closing Date; provided, however, that
payment of the Consideration and Interest shall not be required prior to the
last to occur of (x) the Partnership's closing of the final Subsequent Closing
with respect to the Tower Sale; (y) the receipt by the Partnership of written
consent from CoBank, ACB to the deliveries required to be made to the
Contributor under this Agreement, and (z) the date on which the Contributor has
obtained all consents of the lessors/landlords under the Leases to the transfer
of the Leases to the Partnership pursuant to this Agreement; provided, further,
that, the Units to be delivered pursuant to clause "(B)" of this Section 3 shall
not be delivered prior to the closing of the other Restructuring Transactions
pursuant to the Omnibus Agreement, and, in the event the other Restructuring
Transactions fail to close pursuant to the Omnibus Agreement, the amount
designated above in clause "(B)" of this Section 3 shall not be paid by the
delivery of Units, but instead shall be paid by the delivery of cash in the
manner specified above in clause "(A)" of this Section 3.

(a) Adjustment to Consideration. The Consideration is equal to the sum
of the following four items: (i) the product of $448.00 times the number of
Customers who had prepaid but unused minutes as of the Effective Date (as
identified on Schedule 1), less the portion of the prepaid fees attributable to
the unused minutes; (ii) the product of $448.00 times the number of Customers
(A) who had been prepay customers prior to the Effective Date, (B) who had no
unused minutes as of the Effective Date, and (C) who actually re-subscribed for
service during the time period from the Effective Date to the Closing Date (as
defined below); (iii) the product of $448.00 times the number of Customers who
are billed for service after usage ("Post-Pay Customers"), less the sum of (w)
the product of 10% times $448.00 times the number of Post-Pay Customers who had
outstanding invoices aged more than 30 but less than 61 days as of the Effective
Date, plus (x) the product of 30% times $448.00 times the number of Post-Pay
Customers who had outstanding invoices aged more than 60 but less than 91 days
as of the Effective Date; plus (y) the product of 90% times $448.00 times the
number of Post-Pay Customers who had outstanding invoices aged more than 90 but
less than 121 days as of the Effective Date; plus (z) the product of 100% times
$448.00 times the number of Post-Pay Customers who had outstanding invoices aged
more than 120 days as of the Effective Date; and (iv) the Book Value (as defined
below) of the Tangible Personal Property and the Inventory. The Consideration
shall be adjusted on the basis of the results of an audit of the Contributed
Assets and Assumed Liabilities (as defined below) to be conducted by
representatives of Fort Bend on behalf of the Partnership to substantiate the
information provided by the Contributor to the Partnership relating to the
Contributed Assets and Assumed Liabilities (the "Audit"). For purposes of this
Agreement, "Book Value" shall mean the book value of Contributor's assets as

5
<PAGE>

of the Effective Date determined in accordance with generally accepted
accounting principles consistently applied.

(b) Audit Procedures. The Audit shall be conducted commencing no later
than 10 days following the Closing Date, and shall be concluded no later than 40
days following the Closing Date, or at such other date as the Contributor and
Fort Bend otherwise mutually agree. No later than 50 days following the Closing
Date, or at such other date as the Contributor and Fort Bend otherwise mutually
agree, Fort Bend shall deliver to the Contributor a statement (the "Audit
Statement") showing (i) the amount of any changes to the Consideration arising
out of the Audit, and (ii) a narrative explanation of each of the proposed
changes. In the event that Partnership fails to deliver an Audit Statement
within such 50-day period, Partnership shall be conclusively presumed to have
accepted the Consideration as the Final Consideration. The Contributor shall
have the right to review the Audit Statement (and supporting work papers) and
provide written notice to Fort Bend of the Contributor's objections with respect
to any error, omission, or other discrepancy in the Audit Statement (the
"Discrepancy Notice") until 10 days following Contributor's receipt of the Audit
Statement. In the event that Contributor fails to deliver a Discrepancy Notice
within such 10-day period, Contributor shall be conclusively presumed to have
accepted the adjustments set forth in the Audit Statement. Fort Bend and the
Contributor shall work together in good faith to resolve any dispute referenced
in a Discrepancy Notice and agree on the final amount of any adjustment to the
Consideration. However, Fort Bend's determination of the amount of any
adjustment to the Consideration shall be binding and conclusive on the
Contributor, the Partnership and all other parties to this Agreement if the
dispute is regarding less than $250,000. Section 11 of this Agreement shall
govern all disputes regarding $250,000 or more. Fort Bend shall make a final
determination in this regard no later than the 20th day following delivery of
the Audit Statement (the "Determination Date").

(c) Payment of Adjusted Amount. In the event that the actions
contemplated by Section 3(a) and Section 3(b) are completed before payment of
the Consideration is made (as contemplated under Section 3), the Partnership's
payment obligation to the Contributor under Section 3 shall relate only to the
amount of the final Consideration, as adjusted pursuant to Section 3(a) and
Section 3(b) (the "Final Consideration"). In such case, the adjustment, if any,
made to the amount shown in Section 3 to arrive at the Final Consideration shall
be made first with respect to the cash component of the Consideration. In the
event that the actions contemplated by Section 3(a) and Section 3(b) are not
completed until after payment of the Consideration has been made, Partnership
and Contributor shall comply with the following requirements, as applicable: (i)
if the Final Consideration exceeds the Consideration, the Partnership shall pay
the Contributor the amount of such excess by wire transfer or delivery of other
immediately available funds within 10 days after the Determination Date; (ii) if
the Final Consideration is less than the Consideration, the Contributor shall
pay the Partnership the amount of the difference by wire transfer or delivery of
other immediately available funds within 10 days after the Determination Date.
If the payments required by either Section 3(c)(i) or Section 3(c)(ii) are not
made timely, the amounts involved shall bear interest at the prime rate
published in the Wall Street Journal as of the Determination Date, compounded
annually, from the 10th day after the Determination Date until the day paid.

6
<PAGE>

(d) Allocation of Final Consideration. The Final Consideration shall
be allocated among the Contributed Assets for all purposes (including Taxes and
financial accounting) by all parties hereto in a manner consistent with their
relative fair market values as set forth on Exhibit 1 attached hereto.
Contributor, Partnership and all other parties hereto shall file all Tax Returns
(including amended returns and claims for refund) and information reports in a
manner consistent with such allocations. (The terms "Taxes" and "Tax Returns"
shall have the meanings set forth below in Section 7(m).)

(e) Payment for Inventory. Payments in the total aggregate amount of
$829,232 cash were made by the Partnership to the Contributor prior to the
Closing as full consideration for the acquisition by Partnership of the
Inventory. Accordingly, the net amount of the cash component of the
Consideration due to the Contributor in connection with the Closing is
$3,467,554, subject to the other provisions of this Section 3.

(f) Effective Time For Issuance of Units. The additional Units in the
Partnership to be obtained by the Contributor pursuant to this Section 3, if
any, shall be deemed to be issued to and obtained by the Contributor effective
as of the date of the closing of the other Restructuring Transactions pursuant
to the Omnibus Agreement (the "Omnibus Agreement Closing Date") (the time for
the actual issuance and delivery of the Units, if any, shall be subject to the
other requirements of this Section 3), notwithstanding that the Contributed
Assets are to be transferred to and obtained by the Partnership as of the
Effective Date. It is the intent of the parties that the issuance of such
additional units to the Contributor shall not affect the proportionate interests
held in the Partnership by any of its partners prior to the Omnibus Agreement
Closing Date.

SECTION 4. ASSUMPTION OF LIABILITIES. Subject to the terms and conditions
of this Agreement, the Partnership agrees to assume and become responsible for
all of the Assumed Liabilities as of the Effective Date. For purposes of this
Agreement, the "Assumed Liabilities" shall mean all obligations and liabilities
of the Contributor accruing on and after the Effective Date with respect to (i)
the PCS Contracts, (ii) the Leases, and (iii) the agreements or other items, if
any, listed on Schedule 4, attached hereto and made a part hereof, complete
copies of any written documents with respect to which have previously been
provided by the Contributor to the Partnership.

(a) No Assumption of Retained Liabilities. Except for the Assumed
Liabilities, the Partnership does not hereby assume or agree to assume any other
debts, liabilities and obligations, whether accrued or fixed, absolute or
contingent, matured or unmatured or determined or determinable, of the
Contributor or any of its affiliates including, without limitation, those
arising under any law, action, claim, suit or governmental order and those
arising under any contract, agreement, arrangement, commitment or undertaking of
the Contributor or any of its affiliates (collectively, the "Retained
Liabilities"). Without limitation of the foregoing, the Contributor shall retain
and remain responsible for all of the following liabilities of the Contributor,
whether accrued, absolute or contingent, whether known or unknown, whether due
or to become due, regardless of when asserted:

7
<PAGE>

(2) All taxes attributable or relating to the assets or business
of the Contributor, or that may be applicable to the transactions
contemplated by this Agreement (including, without limitation, all
sales, use and transfer taxes); and

(3) All of the Contributor's liabilities arising out of or in
connection with the breach by the Contributor or any of its affiliates
of any contract or agreement included in the Contributed Assets that
arose or accrued prior to the Effective Date.

SECTION 5. CLOSING. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Chamberlain,
Hrdlicka, White, Williams & Martin, 1200 Smith Street, 14th Floor, Houston,
Texas, simultaneously with the execution of this Agreement on September , 1999
(the "Closing Date"). All actions taken at the Closing shall be deemed to have
been taken simultaneously at the time the last of any such actions is taken or
completed. The Closing, and each of the transactions contemplated by this
Agreement, shall be effective as of the close of business on the Effective Date,
except as otherwise provided above in Section 3(f). At the Closing, the
Partnership and Contributor shall deliver to each other a completed General
Conveyance, Transfer and Assignment, in the form attached hereto as Exhibit 2,
covering all of the Contributed Assets. At the Closing and at all times after
the Closing, Contributor shall execute and deliver to the Partnership such other
instruments of transfer as shall be reasonably necessary or appropriate to vest
in the Partnership good and defeasible title to the Contributed Assets and to
otherwise comply with the terms of this Agreement.

SECTION 6. TRANSFER OF CONTRIBUTED ASSETS TO THE PARTNERSHIP.

(a) Transfer of Data Bases and Information. As soon as possible after
the Closing, but in no event later than five days after the Closing, and except
to the extent already accomplished at the time of the Closing, Contributor shall
deliver to Partnership the following items: (i) a complete copy of all
computerized databases contained or stored on Contributor's computer systems
regarding the Customers, including the information set forth on Schedule 1, in
such form and pursuant to such specifications as requested by Partnership; (ii)
a ledger accounting itemizing the dates and amounts of all payments made,
received or applied by the Contributor with regard to each Contributed Asset,
including, without limitation, for interest, tax, and insurance obligations;
(iii) a current trial balance; and (iv) a current master record data on magnetic
tape.

(b) Transfer of Funds. The Contributor shall promptly endorse and send
to the Partnership via overnight mail or delivery service any checks, money
orders or other funds in respect of any Contributed Asset which are or have been
received by the Contributor after the Closing Date, including all payments by
Customers on or relating to the Accounts. In the event the Partnership receives
checks, money orders and the like from one or more of the Customers constituting
payments under such Contributed Assets payable to the order of the Contributor,
the Partnership is authorized to endorse such checks, money orders and the like
in the name of the Contributor, without recourse,

8
<PAGE>

and apply the proceeds thereof to amounts owing under the related Contributed
Assets. In the event the Partnership receives checks, money orders and the like
from one or more of the Customers constituting payments attributable to periods
prior to the Effective Date, the Partnership shall promptly endorse them and
send them to the Contributor via overnight mail or delivery service.

(c) Notice and Transfer of Communications and Payments. The
Contributor shall promptly complete each of the following items when required
after the Closing:

(1) notify the Partnership in writing of any questions,
complaints, legal notices, or other communications relating to the
Contributed Assets that are received by the Contributor;

(3) furnish the Partnership with such information and file such
reports supplementary to the information contained in the documents
and schedules delivered pursuant hereto as the Partnership may
reasonably request from time to time.

(d) Contributor Cooperation and Segregation of Records. The
Contributor shall cooperate fully with the Partnership and shall use reasonable
efforts to enable the Partnership to transfer the Contributed Assets to the
Partnership's designated computer system as soon as possible after the Closing.
The Contributed Assets, including all books, computer discs, tapes, and
diskettes, and other documents and records relating to the Contributed Assets,
are and shall continue at all times to be the sole and exclusive property of the
Partnership. The Contributor shall segregate the Contributed Assets from all
other items in Contributor's possession, including files and databases on
Contributor's computer system, and clearly and conspicuously label them as being
owned by the Partnership, regardless of whether an item comprising the
Contributed Assets is in the possession of Contributor pursuant to this
Agreement or otherwise.

(e) Contributor's Conduct of Business. Until the later to occur of (i)
such time as the Partnership has delivered written notice to Contributor that
the Contributed Assets have, to the Partnership's sole satisfaction, been
completely transferred to the Partnership or the Partnership's agent (which
notice shall not constitute a waiver of the Partnership's rights under this
Agreement) or (ii) the Contributor is no longer performing the Management
Services, the Contributor shall continue to do all things necessary and
appropriate to preserve the integrity and value of the Contributed Assets,
including without limitation the following:

(1) preparing and maintaining such books and records as are
appropriate, customary, and necessary;

(2) receiving, processing, and accounting for payments and
credits on the Contributed Assets;

9
<PAGE>

(3) responding as appropriate in writing or by telephone to
Customer inquiries, requests, or billing error notices and making
appropriate adjustments with the concurrence of the Partnership;

(4) collecting Customer payments; and

(5) providing supplies, telecommunications, and data
transmission and processing equipment and programs as needed to
permit the proper administration and operation of all Contributed
Assets.

(f) Consents. The Contributor shall use its best efforts to obtain any
consents from third parties in order for the Contributor to sell and transfer
the Contributed Assets and otherwise complete the transactions contemplated by
this Agreement. If any of the foregoing shall require the consent of any party
thereto (other than the Contributor), then this Agreement shall not constitute
an agreement to assign the same, and such items shall not be assigned to or
assumed by the Partnership if an actual or attempted assignment thereof would
constitute a breach or default thereunder. If any such consent cannot be
obtained, the Contributor will cooperate in any reasonable arrangement designed
to obtain for the Partnership all benefits and privileges of the applicable
instrument, contract, license, document or permit, while protecting the
Contributor from continuing liabilities or obligations thereunder.

(g) No Further Compensation. The Contributor shall perform all the
services and take all the actions contemplated by this Section 6 in a prompt,
efficient and competent manner without compensation other than the Final
Consideration (or fees for performing Management Services). The Contributor's
degree of care shall be reasonable and shall not be less than that which is
standard and customary in the industry. In addition, the Contributor shall at
all times perform such services in accordance with all applicable federal, state
and local statutes, regulations, and other laws.

(h) CPNI/SLI. The Contributor hereby acknowledges and agrees that,
with respect to the CPNI/SLI, the effect of this Agreement is to cause the
Contributor to contribute, transfer and convey to the Partnership all of the
Contributor's rights, power and authority to own, use, and/or disclose the
CPNI/SLI, and that the Contributor does not retain or reserve, and does not
pursuant to this Agreement obtain, any right, power or authority to own, use
and/or disclose the CPNI/SLI for any purpose.

SECTION 7. REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR. The
Contributor hereby represents and warrants to the Partnership as of the
Effective Date and the Closing Date that:

(a) Organization and Authority. The Contributor is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Louisiana. The Contributor has full power and authority (corporate and
regulatory) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligation under this
Agreement. The Contributor holds all licenses and permits necessary to carry on
its business as now being conducted, and is licensed in, qualified to transact
business in, in good standing under, and in compliance with,

10
<PAGE>

the laws of each state where necessary in order to own and provides services to
Customers relating to the Contributed Assets and perform its obligations under
this Agreement.

(b) Authorization of Agreement. The Contributor has taken all
necessary action to authorize its execution, delivery and performance of this
Agreement and has the power and authority to execute, deliver and perform this
Agreement and all the transactions contemplated hereby, including, but not
limited to the authority to sell, assign and transfer the Contributed Assets in
accordance with this Agreement and to perform its obligations under this
Agreement; and assuming due authorization, execution and delivery by the
Partnership, this Agreement and all the obligations of the Contributor hereunder
are the legal, valid and binding obligations of the Contributor, enforceable
against the Contributor in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The undersigned representative
of the Contributor is duly authorized to act on behalf of the Contributor with
respect to the execution, delivery and performance of this Agreement.

(c) Noncontravention and Approval. The execution and delivery of this
Agreement and the performance of its obligations thereunder by the Contributor
will not conflict with any provision of any law or regulation to which the
Contributor is subject or conflict with or result in a breach of or constitute a
default under any of the terms, conditions or provisions of the Contributor's
organizational and governing documents or any agreement or instrument to which
the Contributor is a party or by which the Contributor is a party or by which it
is bound or any order or decree applicable to the Contributor or result in the
creation or imposition of any lien on any of its assets or property which would
adversely affect the ability of the Contributor to carry out the terms of this
Agreement; and the Contributor has obtained any consent, approval, authorization
or order of any court or governmental agency or body required for the execution,
delivery and performance by the Contributor of this Agreement.

(d) Litigation. There is no action, suit or proceeding pending or, to
Contributor's knowledge, threatened, against the Contributor in any court or by
or before any other governmental agency or instrumentality which seeks to
prohibit the Contributor from entering into this Agreement or which would
adversely affect the ability of the Contributor to carry out the transactions
contemplated by this Agreement or would materially and adversely affect the
condition (financial or otherwise) or operations of the Contributor; there is no
pending or, to Contributor's knowledge, threatened, suit, action, litigation or
claim of any kind by the Customer(s) relating to the Contributed Assets.

(e) Ownership of Contributed Assets. Prior to the transfer and
assignment of each Contributed Asset to the Partnership, the Contributor held
good and indefeasible title to, and was the sole owner and holder of such
Contributed Asset subject to no liens, charges, mortgages, encumbrances or
rights of others; and immediately upon the transfer and assignment herein
contemplated, the Partnership will hold good and indefeasible title to, and will
be the sole owner of, each Contributed Asset subject to no liens, charges,
mortgages, encumbrances or rights of others; and the Contributor has full
authority, right and power to sell and assign such Contributed Asset to the
Partnership;

11
<PAGE>

(f) Brokers. The Contributor has not retained the services of a broker
or finder and has not agreed to pay any fee, commission or other payment upon
the closing of this Agreement. The Contributor agrees to defend and hold the
Partnership harmless and indemnify the Partnership from any claim, demand, cause
of action or judgment which may arise as a result of any broker or finder
retained by or asserting claims by or through the Contributor. The indemnity and
hold harmless by the Contributor hereunder shall include all costs and expenses
that may be incurred by the Partnership, including without limitation its
attorneys' fees.

(g) Accuracy and Completeness of Statements. All information provided
by the Contributor to the Partnership relating to the Contributed Assets before
the execution of this Agreement is true and correct as of the Closing Date; No
certificate of an officer, statement furnished, or report or electronic
transmission delivered pursuant to the terms hereof by the Contributor contains
or will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary to make the certificate, statement, report or
transmission not misleading.

(h) Conduct of Business. The business practices used by the
Contributor with respect to the marketing, sale and provision of services to the
Customers relating to the Contributed Assets have been, in all material
respects, legal, proper, prudent and customary in the PCS retail business.

(i) Performance. The Contributor does not believe, nor does it have
any reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement. The Contributor is solvent and the sale of the
Contributed Assets will not cause the Contributor to become insolvent. The sale
of the Contributed Assets is not undertaken with the intent to hinder, delay or
defraud any of the Contributor's creditors.

(j) Customers. The list of persons and other information set forth on
Schedule 1 constitutes a complete and accurate statement of all information
specified in Section 2(a) of this Agreement regarding the Customers. To the best
of Contributor's knowledge, the Customer information on Schedule 1 is free from
arithmetic error. To the best of Contributor's knowledge, each of the documents
comprising a portion of the Contributed Asset executed by the related Customer
is genuine and contains genuine signatures of the Customer.

(k) PCS Contracts. There exists no known defense to the enforceability
of the PCS Contracts; and there is no known right of offset, right of
rescission, avoidance, defense or counterclaim, whether by operation of law or
otherwise, to any PCS Contract. The PCS Contracts and other agreements executed
in connection therewith contain the entire agreement of the parties thereto with
respect to the subject matter thereof, free of concessions or understandings
with the Customer of any kind not expressed therein, are genuine, and constitute
the legal, valid and binding obligation of the Customer, enforceable in
accordance with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar law affecting the
enforcement of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law). Each PCS Contract contains customary and enforceable provisions such
as to render the rights and remedies of the Contributor and its assigns
adequate. Except as evidenced by an appropriate written amendment or
modification

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<PAGE>

that has been executed, and a certified copy of which is contained in the
related file, the Contributor has not impaired, altered or modified any PCS
Contract in any respect. Except as indicated on Schedule 1, no payment required
of a Customer under any PCS Contract was past due as of the Effective Date. Each
PCS Contract is assignable to the Partnership, and Contributor has provided
notice to or obtained the consent of the Customer for such assignment to the
extent required thereby.

(1) Compliance With Laws. Contributor has complied with all
requirements of any federal, state or local law applicable to the Contributed
Assets, has given all notices, disclosures, and other statements or information
required by law or regulation to be given with respect to the Contributed
Assets, and has performed any other act required by law to be performed with
respect to the Contributed Assets. Neither Contributor nor any of Contributor's
agents or representatives has either committed fraud or made any material
misrepresentation with respect to the Contributed Assets.

(m) Taxes. All Tax Returns required to be filed by or with respect to
the Contributor and the Contributed Assets have been timely filed with
appropriate governmental agencies in all jurisdictions in which such Tax Returns
are required to be filed for all periods ending on or prior to the Closing Date.
All Taxes due from or with respect to the Contributor and the Contributed Assets
for all periods ending on or prior to the Closing Date have been fully paid.
There are no federal, state or local tax liens upon any property or assets of
the Partnership or the Contributed Assets. There are no tax deficiencies owing
by the Partnership, and there is not currently pending any audit of the
Partnership with respect to any Taxes. The consummation of the transactions
contemplated by this Agreement will not result in the imposition or creation of
any liability for Taxes with respect to the Contributed Assets except for
obligations which remain the liability of the Contributor or result from any
election made by the Partnership after the Closing. For this purpose, (i) the
term "Tax Return" shall mean all returns, declarations, reports, estimates,
information returns, statements and forms required to be filed in respect of any
Taxes, and (ii) the term "Taxes" shall mean all taxes, charges, fees, imposts,
levies or other assessments, including, without limitation, all net income,
gross receipts, sales, use, ad valorem, value added, transfer, franchise,
profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation, and
property taxes, customs duties, fees, assessments and charges of any kind
whatsoever, together with any interest, any penalties, additions to tax or
additional amounts imposed by any taxing authority (domestic or foreign) and
shall include any transferee liability in respect of Taxes.

(n) Tangible Personal Property. The list of items set forth on
Schedule 5 attached hereto and incorporated herein constitutes a complete and
accurate list of all significant items comprising the Tangible Personal
Property. All items comprising the Tangible Personal Property are in good
operating condition and repair. All items of the Tangible Personal Property are
located on the premises described in Section 2(f), or were located on the
premises described in Section 2(f) as of the Effective Date.

(o) Inventory. The list of items set forth on Schedule 3 attached
hereto provides a complete and accurate list of all items comprising the
Inventory. All items comprising the Inventory are of a good quality and quantity
which are usable or saleable in the ordinary course of

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<PAGE>

business of the Partnership. All items of the Inventory were located on the
premises described in Section 2(f) as of the Effective Date.

(p) Leases. The list of leases set forth on Schedule 2 is a complete
and accurate listing of all agreements and contracts of the character referred
to in Section 2(g), and includes all amendments and modifications of the
agreements and contracts so listed. Each such agreement and contract is in full
force and effect, valid, binding, subsisting and enforceable. No defaults exist
under any of such agreements or contracts, and there is no existing breach,
violation, default, event of default, or event or act by Contributor that, with
or without the giving of notice, lapse of time, or the occurrence of any other
event, would constitute a default under any such agreement or contract. The
facilities at the locations specified in Section 2(f) are covered by the Leases.
Each Lease is assignable to the Partnership, and the Contributor has provided
notice to or obtained the consent of the other party(ies) thereto for such
assignment to the extent required thereby. Except as set forth on Schedule 6 the
Contributor has conducted no sales or other marketing activities on and after
the Effective Date from the premises described in the Leases other than those
solely on behalf of the Partnership.

(q) Assumed Liabilities. All information provided by the Contributor
to the Partnership relating to the Assumed Liabilities before the execution of
this Agreement is true and correct. Each agreement, if any, listed on Schedule 4
is valid, binding and enforceable and in full force and effect; the Contributor
has made all payments and performed all obligations due by it thereunder for the
period prior to Effective Date; no default or event of default exists
thereunder. Each agreement, if any, listed on Schedule 4 is assignable to the
Partnership, and the Contributor has provided notice to or obtained the consent
of the other party(ies) thereto for such assignment to the extent required
thereby.

SECTION 8. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP. The
Partnership hereby represents and warrants the following to the Contributor as
of the Effective Date and the Closing Date:

(a) Organization and Authority. The Partnership is a partnership in
commendam duly organized and validly existing under the laws of the State of
Louisiana. The Partnership has full power and authority to enter into this
Agreement.

(b) Authorization of Agreement. The Partnership represents and
warrants to the Contributor that, assuming due authorization, execution and
delivery by the Contributor, this Agreement and all of the obligations of the
Partnership hereunder are the legal, valid and binding obligations of the
Partnership, enforceable in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
by general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law). The general partner of
Partnership is authorized to act on behalf of and bind the Partnership to the
terms of this Agreement, and the undersigned representative of the Partnership's
general partner is duly authorized to act on behalf of the general partner in
this regard.

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<PAGE>

SECTION 9. NON-COMPETITION AND NON-SOLICITATION.

(a) General Limitations. Contributor covenants and agrees with
Partnership that, for a period of two years following the Closing, Contributor
shall not engage in, carry on, represent, or have a financial interest in,
directly or indirectly, individually, as a member of a partnership, joint
venture, or limited liability company, equity owner, shareholder, investor, or
manager, any business that involves the provision of PCS services to the
Customers; provided, however, that such limitations shall not apply to the
ownership, directly or indirectly, by the Contributor of the Partnership, the
General Partner, and less than one percent of the total aggregate equity
interests in any other corporation, partnership, or limited liability company,
together with any affiliates thereof; provided, further, that the limitations
imposed on the Contributor in this Section 9 of this Agreement shall not affect
any of the Contributor's obligations under any of the documents or agreements
governing the organization or operation of the Partnership.

(b) Termination of Co-Branding. Contributor shall terminate the Co-
Branding as soon as possible after the Closing Date, but in no event later than
(i) 45 calendar days after the Closing for Territory I, or (ii) October 31, 1999
for Territory II, and thereafter shall refrain from using its name, trade name
or logo as a sub-brand or otherwise in connection with any advertising,
marketing, or other activities of the Partnership; provided, however, that the
Partnership and Contributor shall take such steps as are necessarily or
appropriate to at all times comply with any Sprint requirements regarding the
Co-Branding.

(c) Non-Solicitation and Non-Interference. Contributor shall not take
any action to solicit any Customer in order to effect the termination of any PCS
Contract or the use by the Customer of a provider of PCS services other than the
Partnership.

(d) Leased Premises. Contributor shall discontinue all sales,
marketing and other business activities at the premises that are the subject of
the Leases, including the facilities that are identified in Section 2(g) of this
Agreement; provided, however, that this Section 9(d) shall not be applicable to
the extent that the Partnership and Contributor otherwise mutually agree in a
written agreement entered into in connection with this Agreement.

(e) Separate Agreements. Contributor acknowledges and agrees that the
agreements set forth in this Section 9 each constitute separate agreements
independently supported by good and adequate consideration and shall be
severable from the other provisions of, and shall survive, this Agreement. The
existence of any claim or cause of action of Contributor against Partnership,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by Partnership of the covenants and agreements of
Contributor contained in this Section 9.

(f) Limitations Reasonable; Reformation. Contributor agrees that the
limitations set forth herein on its rights to compete with the Partnership as
set forth in this Section 9 are reasonable and necessary for the protection of
Partnership. In this regard, the Contributor specifically agrees that the
limitations as to period of time and geographic area, as well as all other
restrictions on its activities specified herein, are reasonable and necessary
for the protection of the Partnership. Contributor agrees that, in the event
that the provisions of this Section 9 should ever

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<PAGE>

be deemed to exceed the scope of business, time or geographic limitations
permitted by applicable law, such provisions shall be and are hereby reformed to
the maximum scope of business, time or geographic limitations permitted by
applicable law.

(g) Injunctive Relief. Contributor agrees that the remedy at law for
any breach by it of this Section 9 will be inadequate and that the Partnership
shall be entitled to injunctive relief.

SECTION 10. SURVIVAL AND INDEMNIFICATION.

(a) Survival. Except as otherwise specifically provided in this
Agreement, all representations, warranties, covenants, and agreements of
Contributor and Partnership contained herein or in any attachment, schedule,
document or instrument attached hereto or delivered in connection herewith shall
survive the Closing and shall continue in full force and effect for two years
following the Closing; provided, however, that Contributor's representations and
warranties regarding Tax Returns and Taxes shall expire and be terminated 30
days after the date of expiration of the statute of limitations for collection
of the amounts in question.

(b) Indemnity Obligation of the Contributor. Subject to Section 10(a),
the Contributor hereby covenants and agrees to indemnify, save and hold the
Partnership Indemnified Parties harmless from and against any Damages arising
from, out of or in any manner connected with or based on the following:

(2) the breach of any covenant of the Contributor or any failure
of the Contributor to duly perform or observe any term, provision,
covenant or obligation contained herein, or in any attachment,
schedule, document or instrument attached hereto or delivered in
connection herewith; and

(3) any Retained Liability, including any liability for Taxes,
or with respect to any act, omission, event, debt, obligation,
contract, agreement, commitment or undertaking of, or claim against,
the Contributor or any stockholder, officer or director of the
Contributor, or any of its affiliates (including but not limited to
any liabilities of the Contributor or any of its affiliates arising
out of or relating to products sold or services rendered by
Contributor prior to the Effective Date) other than the Assumed
Liabilities.

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<PAGE>

(c) Limitation On Contributor's Indemnity Obligation. Notwithstanding
any of the foregoing to the contrary, (i) the Contributor shall not be required
to indemnify the Partnership Indemnified Parties from any Damages pursuant to
this Section 10 until any of the Partnership Indemnified Parties has suffered
Damages in excess of a $10,000 aggregate threshold (at which point the
Contributor will be obligated to indemnify the Partnership Indemnified Parties
from and against all such Damages), and (ii) the aggregate liability of the
Contributor to the Partnership Indemnified Parties pursuant to this Section 10
shall not exceed 100% of the Final Consideration. The provisions of this Section
10(c) shall not be applicable to the adjustments to the Consideration
contemplated by Section 3.

(d) Indemnity Obligation of the Partnership. Subject to Section 10(a),
the Partnership hereby covenants and agrees to indemnify, save and hold the
Contributor Indemnified Parties harmless from and against any Damages arising
from, out of or in any manner connected with or based on the following:

(2) the breach of any covenant of the Partnership or any failure
of the Partnership to duly perform or observe any term, provision,
covenant or obligation contained herein, or in any attachment,
schedule, document or instrument attached hereto or delivered in
connection herewith; and

(3) any Assumed Liability; provided, however, the Partnership
shall have no indemnity or other obligation under this Section 10(d)
with respect to any matter for which the Contributor failed to
perform any duty, responsibility or obligation owed by Contributor to
the Partnership as Partnership's manager, agent, representative or
otherwise.

The foregoing indemnities shall not limit or otherwise adversely affect the
Partnership Indemnified Parties' rights of indemnity for Damages under Section
10(b). The economic burden of any payments required by this Section 10(d) shall
be allocated in an equitable manner among the partners of the Partnership based
on their proportionate ownership interests in the Partnership during the time
period during which the liability for the payment accrues.

(e) Notice. The party claiming indemnification (the "Indemnified
Party") shall give notice to the other party (the "Indemnifying Party") promptly
after the Indemnified Party has actual knowledge of the assertion of any claim,
or the commencement of any suit, action, or proceeding as to which indemnity may
be sought; provided, however, that the failure of the Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 10. Such notice shall set forth an estimate of
the amount, if quantifiable, of liability attributable to and the nature of the
claim as to which indemnity is being sought. Thereafter, the Indemnified Party
shall deliver to the Indemnifying Party, promptly (and in any event within 10
days thereof) after the Indemnified Party's receipt thereof, copies of all
notices

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<PAGE>

and documents (including court papers) received by the Indemnified Party
relating to such claim, action, suit or proceeding.

(f) Legal Defense. The Indemnifying Party shall be responsible for the
defense or settlement of any third-party claim, suit, action or proceeding in
respect of which indemnity may be sought hereunder, provided that (i) each
Indemnified Party shall at all times have the right, at its option, to
participate fully therein, and (ii) if the Indemnified Party does not proceed
diligently to defend the third-party claim, suit, action or proceeding within 10
days after receipt of notice of such third-party claim, suit, action or
proceeding, the Indemnifying Party shall have the right, but not the obligation,
to undertake the defense of any such third-party claim, suit, action or
proceeding.

(g) Settlement. The Indemnifying Party shall not be required to
indemnify the Indemnified Party with respect to any amounts paid in settlement
of any third-party suit, action, proceeding or investigation entered into
without the written consent of the Indemnifying Party; provided, however, that
if the Indemnified Party is a Partnership Indemnified Party, such third-party
claim, suit, action, proceeding or investigation may be settled without the
consent of the Indemnifying Party on 10 days' prior written notice to the
Indemnifying Party if such third-party suit, action, proceeding or investigation
is then unreasonably interfering with the business or operations of the
Partnership and the settlement is commercially reasonable under the
circumstances; and provided further, that if the Indemnifying Party gives 10
days' prior written notice to the Indemnified Party of a settlement offer which
the Indemnifying Party desires to accept and to pay all Damages with respect
thereto ("Settlement Notice") and the Indemnified Party fails or refuses to
consent to such settlement within 10 days after delivery of the Settlement
Notice to the Indemnified Party, and such settlement otherwise complies with the
provisions of this Section 10, the Indemnifying Party shall not be liable for
Damages arising from such third-party claim, suit, action, proceeding or
investigation in excess of the amount proposed in such settlement offer.
Notwithstanding the foregoing, no Indemnifying Party will consent to the entry
of any judgment or enter into any settlement without the consent of the
Indemnified Party, if such judgment or settlement imposes any obligation or
liability upon the Indemnified Party other than the execution, delivery or
approval thereof and customary releases of claims with respect to the subject
matter thereof.

(h) Cooperation. The parties shall cooperate in defending any such
third-party claim, suit, action, proceeding or investigation, and the defending
party shall have reasonable access to the books and records, and personnel in
the possession or control of the Indemnified Party that are pertinent to the
defense. The Indemnified Party may join the Indemnifying Party in any suit,
action, claim or proceeding brought by a third party, as to which any right of
indemnity created by this Agreement would or might apply, for the purpose of
enforcing any right of the indemnity granted to such Indemnified Party pursuant
to this Agreement.

(i) Indemnification Payment. In accordance with Sections 10(e) and
(f), the Indemnified Party may make demand for indemnification upon the
Indemnifying Party, to the address herein set forth for notice for the parties,
and the Indemnifying Party shall make payment in satisfaction of such demand for
indemnity within ten (10) days of receipt of such demand. In the event that the
Indemnifying Party does not satisfy its indemnity obligations hereunder in a
timely fashion as set forth herein, the indemnity obligation of the Indemnifying
Party shall bear interest at the rate of 10% per annum accrued from and after
the 30th day after the date such amount of

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<PAGE>

indemnity obligation was first due and payable, and such interest shall continue
to accrue until such time as such indemnity obligation is fully and finally
paid. The obligations of the Indemnifying Party to indemnify the Indemnified
Party in respect of Damages as set forth in this Section 10 shall survive the
consummation of the contribution and/or transfer of the Contributed Assets and
shall continue in full force and effect forever thereafter.

(j) Definitions. For purposes of this Agreement:

(k) Other Indemnification Procedures. The foregoing indemnification
provisions constitute the exclusive method for compensating the other Parties
for, or indemnifying the other Parties against, claims relating to the
transactions contemplated by this Agreement.

SECTION 11. DISPUTE RESOLUTION PROCEDURES

(a) Agreement to Use Procedure. The parties have entered into this
Agreement in good faith and in the belief that it is mutually advantageous to
them. It is with that same spirit of cooperation that they pledge to attempt to
resolve any dispute amicably without the necessity of litigation. Accordingly,
if a dispute arises between them relating to this Agreement (a "Dispute"), they
will first utilize the procedures specified in this Section 11 (the "Procedure")
prior to the commencement of any legal action; provided, however, that the use
of this Procedure shall not be required prior to seeking and obtaining either a
temporary restraining order or preliminary injunction pursuant to Section 9(g)
of this Agreement (but shall be required prior to seeking and obtaining a
permanent injunction pursuant to Section 9(g) so long as any temporary
restraining order or preliminary injunction remains in effect).

19
<PAGE>

written notice to the Initiating Party one or more individuals with authority to
settle the Dispute on behalf of the Responding Party. The individuals so
designated by the Initiating Party and the Responding Party shall be known as
the "Authorized Individuals."

(c) Direct Negotiations. The Authorized Individuals shall be entitled
to make such investigation of the Dispute as they deem appropriate, but agree to
promptly, and in no event later than 30 days from the date of the Initiating
Party's written notice, meet to discuss in good faith a resolution of the
Dispute. The Authorized Individuals shall meet at such times and places and with
such frequency as they may agree. If the Dispute has not been resolved within 30
days from the date of their initial meeting, the parties shall cease direct
negotiations and shall submit the Dispute to mediation in accordance with the
following provisions of this Section 11.

(d) Selection of Mediator. After direct negotiations have ceased, the
Authorized Individuals shall work together in good faith to select one qualified
attorney-mediator not affiliated with any of the parties. If the Authorized
Individuals are not able to agree on a mediator within five business days from
the date they cease direct negotiations, the Initiating Party and the Responding
Party each shall select a mediator (collectively, the "Preliminary Mediators").
The Preliminary Mediators shall in turn select another mediator to alone preside
over the mediation of the Dispute.

(e) Time and Place for Mediation. In consultation with the mediator
selected, the parties shall promptly designate a mutually convenient time and
place for the mediation, and unless circumstances require otherwise, such time
to be not later than 45 days after selection of the mediator.

(f) Exchange of Information. In the event any party to this Agreement
has substantial need for information in the possession of another party to this
Agreement in order to prepare for the mediation, all parties shall attempt in
good faith to agree on procedures for the expeditious exchange of such
information. If no agreement is reached in this regard, the mediator shall
decide on the appropriate procedures.

(g) Summary of Views. At least seven days prior to the first scheduled
session of the mediation, each party shall deliver to the mediator and to the
other party a concise written summary of the facts concerning the matter in
Dispute, and such other matters required by the mediator. The mediator may also
request, as the mediator determines is appropriate, that a confidential issue
paper be submitted by each party to the mediator.

(h) Parties to be Represented. In the mediation, each party shall be
represented by an Authorized Individual and may be represented by counsel. In
addition, each party may, with permission of the mediator, bring such addition
persons as needed to respond to questions, contribute information and
participate in the negotiations.

(i) Conduct of Mediation. The mediator shall determine the format for
the meetings, designed to assure that both the mediator and the Authorized
Individuals have an opportunity to hear an oral presentation of each party's
views on the matter in dispute, and that the authorized parties attempt to
negotiate a resolution of the matter in dispute, with or without the assistance
of counsel or others, but with the assistance of the mediator. To this end, the
mediator

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<PAGE>

is authorized to conduct both joint meetings and separate private caucuses with
the parties. The mediation session shall be private, and all information and
statements shall remain confidential. The mediator will keep confidential all
information learned in private caucus with any party unless specifically
authorized by such party to make disclosure of the information to the other
party. The parties shall keep confidential, and shall not use for any other
purpose, all information and statements obtained or made in the course of the
mediation process. The parties hereby agree to sign a document agreeing that the
mediator shall be governed by the provisions of Chapter 154 of the Texas
Remedies and Practice Code and such other rules as the mediator shall prescribe.
The parties commit to participate in the proceedings in good faith with the
intention of resolving the Dispute if at all possible.

(j) Termination of Procedure. The parties agree to participate in the
mediation procedure to its conclusion. The mediation shall be terminated (i) by
the execution of a settlement agreement by the parties, (ii) by a declaration of
the mediator that the mediation is terminated, or (iii) by a written declaration
of a party to the effect that the mediation process is terminated at the
conclusion of one full day's mediation session. Even if the mediation is
terminated without a resolution of the Dispute, the parties agree not to
terminate negotiations and not to commence any legal action or seek other
remedies prior to the expiration of five days following the mediation.
Notwithstanding the foregoing, any party may commence litigation within such
five day period if litigation could be barred by an applicable statute of
limitations or in order to request an injunction to prevent irreparable harm.

(k) Fees of Mediator, Disqualification. The fees and expenses of the
mediator shall be shared equally by the parties. The mediator shall be
disqualified as a witness, consultant, expert or counsel for any party with
respect to the Dispute and any related matters.

(1) Confidentiality. Mediation is a compromise negotiation for
purposes of the Federal and State Rules of Evidence and constitutes privileged
communication under Texas and Louisiana law. The entire mediation process is
confidential, and no stenographic, visual or audio record shall be made. All
conduct, statements, promises, offers, views and opinions, whether oral or
written, made in the course of the mediation by any party, their agents,
employees, representatives or other invitees, and by the mediator are
confidential and shall, in addition and where appropriate, be deemed to be
privileged. Such conduct, statements, promises, offers, views and opinions shall
not be discoverable or admissible for any purposes, including impeachment, in
any litigation or other proceeding involving the parties, and shall not be
disclosed to anyone not an agent, employee, expert, witness, or representative
of any of the parties; provided, however, that evidence otherwise discoverable
or admissible is not excluded from discovery or admission as a result of its use
in the mediation.

SECTION 12. MISCELLANEOUS PROVISIONS.

(a) Further Documentation. At any time, and from time to time
hereafter, upon the reasonable request of either party, and without payment of
further consideration to the other party, each party covenants to do, execute,
acknowledge and deliver, and cause to be done, executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may be required in order to (i) complete
the transactions

21
<PAGE>

contemplated by this Agreement, (ii) assign, transfer, grant, convey, assure and
confirm to the Partnership, or to collect and reduce to possession, any or all
of the Contributed Assets or the Assumed Liabilities as provided for herein, and
(iii) to evidence any of the foregoing.

(b) Notices. All notices, requests, demands, claims, and other
communications pertaining to this Agreement ("Notices") must be in writing, must
be sent to the addressee at the address set forth in this Section, or at such
other address as the addressee has designated by a Notice given in the manner
set forth in this Section, and must be sent by telegram, telex, facsimile,
electronic mail, courier, or prepaid, certified U.S. mail. Notices will be
deemed given when received, if sent by telegram, telex, electronic mail or
facsimile, and if received between the hours of 8:00 a.m. and 5:00 p.m., local
time of the destination address, on a business day (with confirmation of
completed transmission sufficing as prima facie evidence of receipt of a notice
sent by telex, telecopy, electronic mail, or facsimile), and when delivered and
receipted for (or when attempted delivery is refused at the address where sent)
if sent by courier or by certified U.S. mail. Notices sent by telegram, telex,
electronic mail, or facsimile and received between 12:01 a.m. and 7:59 a.m.,
local time of the destination address, on a business day will be deemed given at
8:00 a.m. on that same day. Notices sent by telegram, telex, electronic mail, or
facsimile and received at a time other than between the hours of 12:01 a.m. and
5:00 p.m., local time of the destination address, on a business day will be
deemed given at 8:00 a.m. on the next following business day after the day of
receipt. The addresses for Notice are as follows:

If to the Partnership: Meretel Communications Limited Partnership
Wireless Management Corporation, General Partner
c/o Fort Bend Communication Companies, Inc.
1260 Pin Oak Road
Katy, Texas 77493
Telephone No.: (281) 396-5796
Facsimile No.: (281) 396-5524
Attention: George V. Head, President

with a copy to: EATELCORP., Inc.
913 South Burnside Ave
Gonzales, Louisiana 70737
Telephone No.: (225) 621-4231
Facsimile No.: (225) 644-8566
Attention: John Scanlan, Executive President

If to the Contributor: US Unwired, Inc.
Suite 1900
One Lakeshore Drive
Lake Charles, Louisiana 70629
Telephone No.: (318) 436-9000
Facsimile No.: (318) 497-3479
Attention: Robert Piper

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<PAGE>

(c) Severability. Each part of this Agreement is intended to be
severable. If any term, covenant, condition or provision hereof is unlawful,
invalid, or unenforceable for any reason whatsoever, and such illegality,
invalidity, or unenforceability does not affect the remaining parts of this
Agreement, then all such remaining parts hereof shall be valid and enforceable
and have full force and effect as if the invalid or unenforceable part had not
been included.

(d) Rights Cumulative; Waivers. The rights of each of the parties
under this Agreement are cumulative and may be exercised as often as any party
considers appropriate. The rights of each of the parties hereunder shall not be
capable of being waived or varied otherwise than by an express waiver or
variation that is in writing and signed by the parties. Any failure to exercise
or any delay in exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial exercise of
any of such rights shall not preclude any other or further exercise of that or
any other such right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(e) Headings. The headings of the Sections and Subsections contained
in this Agreement are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or any provision thereof.

(f) Construction. Unless the context otherwise requires, singular
nouns and pronouns, when used herein, shall be deemed to include the plural of
such noun or pronoun and pronouns of one gender shall be deemed to include the
equivalent pronoun of the other gender.

(g) Assignment. This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights and benefits hereof, including the
Attachments hereto, shall be binding upon, and shall inure to the benefit of,
the undersigned parties and their respective successors and assigns.

(h) Prior Understandings. This Agreement supersedes any and all prior
discussions and agreements between the Contributor and the Partnership with
respect to the contribution and/or transfer of the Contributed Assets and other
matters contained herein, and this Agreement contains the sole and entire
understanding between the parties hereto with respect to the transactions
contemplated in this Agreement, except as otherwise provided in the Omnibus
Agreement.

(i) Integrated Agreement; Amendments. This Agreement and all
attachments hereto constitute the final complete expression of the intent and
understanding of the Partnership and the Contributor. This Agreement shall not
be altered or modified except by a subsequent writing, signed by the Partnership
and the Contributor.

(j) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing any such counterpart.

23
<PAGE>

(k) Survival. Each and every covenant, representation and warranty
hereinabove made by the Partnership or the Contributor shall survive the
consummation of the contribution and/or transfer of the Contributed Assets.

(1) Joinder of Other Parties. Eatel, Fort Bend, and XIT are executing
this Agreement to acknowledge its fairness, the existence of certain obligations
they owe as referenced herein, and their assent to the terms and conditions
hereof.

(m) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, AND THE RIGHTS
AND OBLIGATIONS OF THE CONTRIBUTOR AND THE PARTNERSHIP HEREUNDER DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA WITHOUT REGARD TO THE
CONFLICTS OF LAWS AND RULES THEREOF.

[SIGNATURES ON NEXT PAGE]

24
<PAGE>

IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement in
multiple originals on the Closing Date to be effective as of the Effective Date.

PARTNERSHIP:

MERETEL COMMUNICATIONS LIMITED
PARTNERSHIP

By Wireless Management Corporation, its
General Partner

By: /s/ George V. Head
---------------------------
Name: George V. Head

Title: Chairman

CONTRIBUTOR:

US UNWIRED INC.

By: /s/ Thomas G. Henning
---------------------------
Name: Thomas G. Henning

Title: Secretary

OTHER PARTIES:

EATELCORP, INC.

By: /s/ John D. Scanlan
---------------------------
Name: John D. Scanlan

Title: Executive President

FORT BEND TELEPHONE COMPANY, INC.

By: /s/ George V. Head
---------------------------
Name: George V. Head

Title: President & CEO

25
<PAGE>

XIT LEASING, INC.

By:
---------------------------
Name:
-------------------------
Title:
------------------------

Schedule 1 - List of Customers and Related Information
Schedule 2 - List of Assumed Leases
Schedule 3 - List of Inventory
Schedule 4 - List of Other Agreements To Be Assumed
Schedule 5 - List of Tangible Personal Property

Exhibit 1 - Allocation of Final Consideration

Exhibit 2 - Form of General Conveyance, Transfer and Assignment

26
<PAGE>

SCHEDULE 1
LIST OF CUSTOMERS AND RELATED INFORMATION

Schedule 1 was provided by the Contributor to the Partnership during the middle
of April, 1999, and was printed on standard green and white computer paper. The
printout shows that it was printed on February 4,1999, and contains information
dated as of July 31, 1998. For debit account customers, the printout shows
10,003 subscribers and 10,889 phone lines. For credit customers, the printout
shows 12,503 subscribers and 1,539 access lines.
<PAGE>

SCHEDULE 2

List of Assumed Leases
<PAGE>

SCHEDULE 2
List of Assumed Leases

Recording
Location Lessor Date of Lease Information
-------- ------ ------------- -----------
Airline Highway Kimco Baton Rouge 666, Inc. 11/19/97 None
1-D
Baton Rouge, LA 70815

Dowlen Road Beaumont Crossroads, LTD 9/5/97 None
105
Beaumont, TX 77706

Cental Mall Central Mall Joint Venture 3/9/98 None
?? Highway 365, #62
Port Arthur, TX 77642

?? Ambassador Caffery, IRT Property Company 1/23/98 None
?? cc F
Lafayette, LA 70503;

</TABLE>
<PAGE>

SCHEDULE 3

List of Inventory
<PAGE>

SCHEDULE 3

Lafayette Inventory - August 1998

<S> <C> <C> <C>
Total 158,259.29 USD 2,293 EA 0 EA
O00234000 30.26 USD 17 EA 0 EA
O00238000 124.6 USD 70 EA 0 EA
SACCHG179 15.78 USD 0 EA 0 EA
SACCSE124 0 USD 0 EA 0 EA
SASBAT100 399.6 USD 8 EA 0 EA
SASBAT104 1,874.61 USD 88 EA 0 EA
SASBAT106 1,708.50 USD 102 EA 0 EA
SASBAT107 1,437.60 USD 48 EA 0 EA
SASBAT108 2,607.75 USD 95 EA 0 EA
SASBEC100 143.4 USD 12 EA 0 EA
SASBEC101 492.93 USD 54 EA 0 EA
SASBEC102 1,128.90 USD 142 EA 0 EA
SASBEC103 1,159.15 USD 97 EA 0 EA
SASBEC104 1,033.50 USD 130 EA 0 EA
SASBEC105 516.75 USD 65 EA 0 EA
SASCSE100 190 USD 38 EA 0 EA
SASCSE101 905.7 USD 139 EA 0 EA
SASCSE102 571.2 USD 96 EA 0 EA
SASCSE106 458.15 USD 77 EA 0 EA
SASCSE108 767.55 USD 129 EA 0 EA
SASHFKl00 0 USD 99 EA 0 EA
SASMSC127 403 USD 31 EA 0 EA
SASMSC128 455 USD 35 EA 0 EA
SASMSC129 312 USD 24 EA 0 EA
SESPHN100 828 USD 2 EA 0 EA
SESPHN102 13,180.00 USD 20 EA 0 EA
SESPHN104 17,312.35 USD 1 EA 0 EA
SESPHN105 71,756.56 USD 201 EA 0 EA
SESPHN106 20,406.54 USD 30 EA 0 EA
SESPHN108 18,039.91 USD 443 EA 0 EA

</TABLE>
<PAGE>

Baton Rouge Inventory - August 1998

<S> <C> <C> <C>
Total 272,116.86 USD 2,644 EA 0 EA
O00232000 46.28 USD 26 EA 0 EA
O00234000 7.12 USD 4 EA 0 EA
O00238000 304.38 USD 171 EA 0 EA
SACBEC103 790.6 USD 100 EA 0 EA
SACCHG179 480 USD 20 EA 0 EA
SACCRD116 6.73 USD 1 EA 0 EA
SACCRD117 6.73 USD 1 EA 0 EA
SACCSE104 799.07 USD 52 EA 0 EA
SASBAT100 849.15 USD 17 EA 0 EA
SASBAT102 539.55 USD 9 EA 0 EA
SASBAT104 3,839.69 USD 175 EA 0 EA
SASBAT106 1,675.00 USD 100 EA 0 EA
SASBAT107 1,497.50 USD 50 EA 0 EA
SASBAT108 1,345.05 USD 49 EA 0 EA
SASBEC100 0 USD 0 EA 0 EA
SASBEC102 659.85 USD 83 EA 0 EA
SASBEC103 1,684.95 USD 141 EA 0 EA
SASBEC105 961.95 USD 121 EA 0 EA
SASCHG100 86.85 USD 3 EA 0 EA
SASCSE101 90.35 USD 13 EA 0 EA
SASCSE102 1,142.40 USD 192 EA 0 EA
SASCSE103 594.36 USD 108 EA 0 EA
SASCSE106 1,124.55 USD 189 EA 0 EA
SASCSE107 434.35 USD 73 EA 0 EA
SASCSE108 559.3 USD 94 EA 0 EA
SASHFK100 0 USD 100 EA 0 EA
SASMSC126 88 USD 25 EA 0 EA
SASMSC127 494 USD 38 EA 0 EA
SASMSC128 520 USD 40 EA 0 EA
SESPHN100 414 USD 1 EA 0 EA
SESPHN102 11,203.00 USD 17 EA 0 EA
SESPHN103 1,023.00 USD 3 EA 0 EA
SESPHN104 80,834.51 USD 206 EA 0 EA
SESPHN105 77,127.41 USD 216 EA 0 EA
SESPHN106 80,887.18 USD 206 EA 0 EA

</TABLE>
<PAGE>

Beaumont Inventory - August 1998

<S> <C> <C> <C>
Total 348,591.78 USD 3,120.00 EA 0 EA
O00232000 420.08 USD 236 EA 0 EA
O00234000 414.74 USD 233 EA 0 EA
O00238000 78.32 USD 44 EA 0 EA
SACANT180 - USD 0 EA 0 EA
SACCHG179 201.46 USD 8 EA 0 EA
SASBAT100 - USD 0 EA 0 EA
SASBAT104 1,925.00 USD 90 EA 0 EA
SASBAT105 2,410.20 USD 156 EA 0 EA
SASBAT106 - USD 0 EA 0 EA
SASBAT107 1,108.15 USD 37 EA 0 EA
SASBAT108 603.90 USD 22 EA 0 EA
SASBEC100 2,079.30 USD 174 EA 0 EA
SASBEC101 338.48 USD 36 EA 0 EA
SASBEC105 874.50 USD 110 EA 0 EA
SASCHG100 86.85 USD 3 EA 0 EA
SASCSE101 766.26 USD 141 EA 0 EA
SASCSE103 120.79 USD 0 EA 0 EA
SASCSE104 83.40 USD 12 EA 0 EA
SASCSE106 1,285.20 USD 216 EA 0 EA
SASCSE108 577.15 USD 97 EA 0 EA
SASHFK100 - USD 0 EA 0 EA
SASMSC127 39.00 USD 3 EA 0 EA
SASMSC128 52.00 USD 4 EA 0 EA
SESPHN100 - USD 0 EA 0 EA
SESPHN102 11,862.00 USD 18 EA 0 EA
SESPHN104 29,551.92 USD 79 EA 0 EA
SESPHN105 66,762.51 USD 187 EA 0 EA
SESPHN106 199,114.01 USD 581 EA 0 EA
SESPHN108 27,836.56 USD 633 EA 0 EA

</TABLE>
<PAGE>

Nederland Inventory - August 1998

<S> <C> <C> <C>
Material ValStock Value Valuated stock Cnsgt Stock

Total 50,263.84 USD 626 EA 0 EA
O00232000 89.00 USD 50 EA 0 EA
O00234000 16.02 USD 9 EA 0 EA
O00238000 8.90 USD 5 EA 0 EA
SACCHG179 139.27 USD 6 EA 0 EA
SASBAT100 99.90 USD 2 EA 0 EA
SASBAT104 63.05 USD 3 EA 0 EA
SASBAT105 92.70 USD 6 EA 0 EA
SASBAT107 269.55 USD 9 EA 0 EA
SASBAT108 164.70 USD 6 EA 0 EA
SASBEC100 95.60 USD 8 EA 0 EA
SASBEC101 4.71 USD 0 EA 0 EA
SASBEC103 119.50 USD 10 EA 0 EA
SASBEC105 111.30 USD 14 EA 0 EA
SASCSE100 55.00 USD 11 EA 0 EA
SASCSE101 123.97 USD 23 EA 0 EA
SASCSE102 5.95 USD 1 EA 0 EA
SASCSE104 208.50 USD 30 EA 0 EA
SASCSE106 124.95 USD 21 EA 0 EA
SASCSE108 71.40 USD 12 EA 0 EA
SASMSC127 182.00 USD 14 EA 0 EA
SASMSC128 208.00 USD 16 EA 0 EA
SESPHN102 1,977.00 USD 3 EA 0 EA
SESPHN104 21,282.87 USD 70 EA 0 EA
SESPHN106 24,750.00 USD 75 EA 0 EA

</TABLE>
<PAGE>

SCHEDULE 4

List of Other Agreements to Be Assumed

None
<PAGE>

SCHEDULE 5

List of Tangible Personal Property
<PAGE>

SCHEDULE 5

Report date: 07/31/1998 Asset Balance - 01 Book deprec. Creation date: 04/16/????
- ------------------------------------------------------------------------------------------------------------------------------------
Companycode Evaluat. group 3
BMO 1
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Main number SHo. Cap.date Name Acq. value Accum. dep. Book Val
- ------------------------------------------------------------------------------------------------------------------------------------
1000022 0 05/15/1995 GPG-233 Computer Desktop w/ Sound Card (Oty 1) 1,621.00 67.54- 1,553.46
1001752 0 05/01/1995 Clerical Chair 126.22 59.54- 68.68
1001755 0 O5/O1/1995 Clerical Chair 126.22 59.54- 68.68
1001757 0 05/01/1995 Clerical Chair 126.22 59.54- 68.68
1001759 0 05/01/1995 Used Hon 10472WW Desk 134.68 62.53- 72.15
1001761 0 05/01/1995 Used Side Chair 80.81 37.53- 43.28
1001764 0 05/01/1995 Used Side Chair 80.81 37.53- 43.28
1001766 0 05/01/1995 Used Hon 10472WW Desk 134.71 62.54- 72.15
1001768 0 05/01/1995 Right Return 42x20x26 179.72 83.45- 96.27
1001770 0 05/01/1995 LT Ped Desk - 30x60 278.21 129.18- 149.03
1001772 0 05/01/1995 Sled Base Side Chair 129.30 60.02- 69.28
1001773 0 05/01/1995 Sled Base Side Chair 129.31 60.03- 69.28
1001775 0 05/01/1995 PC7-6 Mini Cart 133.65 52.77- 60.88
1001860 0 04/01/1998 Remodel of Store on Dowlen Rd. 10,604.26 90.63- 10,513.63
1001869 0 11/01/1997 Install 2 - 7' Doors 725.00 28.10- 696.90
1001870 0 10/Ol/1997 Security System 1,634.58 82.83- 1,551.75
1001871 0 09/O1/1997 Remove & Install Carpet 6,758.35 422.92- 6,335.43
1001893 0 06/01/1995 Cordial 6/16 KSU System w/6 6706 Phones 1,409.23 541.16- 868.07
1002230 0 12/01/1997 8 task chairs 604.71 57.59- 547.12
1002254 0 12/0l/1997 Conference table w/ 8 chairs, kitchen table 1,826.28 173.93- 1,652.35
1002257 0 12/O1/1997 2-4 drawer file cabinets 277.35 26.41- 250.94
1002258 0 12/01/1997 8 corner workstations 4,811 .04 458.20- 4,352.64
1002264 0 12/01/1997 98 ford f150 16,486.55 2,198.21- 14,288.34
1002287 0 12/01/1997 hypercom terminal 651.00 86.80- 564.20
1002290 0 12/01/1997 Fax machine 1,287.20 171.62- 1,115.58
1002309 0 06/01/1995 Canon A30R Cart 108.23 48.97- 59.26
1002495 0 04/01/1996 Storage Cabinet 113.91 37.97- 75.94
1002507 0 04/01/1996 Portfolio Organizer 108.49 36.16- 72.33
1002519 0 05/01/1996 30x60 Computer Table 151.53 48.71- 102.82
1002521 0 05/01/1996 Canon A30R Cart 205.67 66.11- 139.56
1002524 0 05/01/1995 Microwave 95.26 30.62- 64.64
1002528 0 05/O1/1995 Brother fax machine 618.66 415.12- 223.54
1002531 0 O4/01/1995 PC6RE copier 306.85 306.85- 0.00
1002544 0 04/01/1998 Stools for Beaumont PCS Store 310.25 14.77- 295.48
1002561 0 12/01/1997 Double Pedestal Desk 323.24 30.79- 292.45
1002564 0 12/01/1997 4 Lobby Chairs & Table 561.43 53.46- 507.97
1002567 0 12/01/1997 16 Task Chairs & 8 Side Chairs 1,512.40 150.71- 1,433.69
1002570 0 12/01/1997 2 2drawer Filing Cabinets 225.70 21.50- 204.20
1002572 0 12/O1/1997 2 Desk & Credenzan & 2 Lateral Filing Cabinets 1,317.26 125.45- 1,191.81
1003091 0 05/O1/1995 Deskjet 542 Printer 310.67 201.93- 108.74
1003397 0 12/O1/1997 MICROWAVE 131.62 12.54- 119.08
1003612 0 10/0l/1997 2-HP VECTRA / 2-14 Monitors & PERIPHERALS 7,725.10 1,267.52- 6,437.58
1003622 0 12/01/1997 2-ACHR EXTENSA LAPTOPS W/FAX MODEM 7,990.66 1,065.42- 6,925.24
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 BM01 BEAUMONT-DOWLEN 72,549.34 9,124.74- 63,424.06
- ------------------------------------------------------------------------------------------------------------------------------------
1001031 0 12/01/1997 98 Ford Ranger Pick Up 12,316.24 1,642.17- 10,674.07
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 BMS 9 BEAUMONT 12,316.24 1,642.17- 10,674.07
- ------------------------------------------------------------------------------------------------------------------------------------
1000037 0 01/l9/1998 Hxec Desk, Credenza W/Hutch (2), Lateral File (2) 1,O56.75 81.17- 974.98
1001072 0 04/01/1998 Remodel Baton Rouge Store 32,945.00 281.58- 32,663.42
1002475 0 04/O1/1998 Xerox Copier 4,860.00 324.00- 4,536.00
1002517 0 04/O1/1998 7 Workstations for Baton Rouge PCS Store 1,326.12 63.15- 1,262,97
1002520 0 04/01/1998 Microwave, Refrigerator, Shredder, TV/VCR. Etc. 1,631.73 77.70- 1,554.03
1002522 0 04/01/1998 Office Furniture for Baton Rouge PCS Store 4,394.00 209.24- 4,184.76
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 BR01 BATON ROUGE-AIRLINE 46,213.60 1,037.44- 45,176.16

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
SCHEDULE 5 page 2

Report date: 07/31/1998 Asset Balance - 01 Book deprec. Creation date: 04/16/????
- ------------------------------------------------------------------------------------------------------------------------------------
Companycode Evaluat. group 3
BK01
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Main number SHo. Cap.date Name Acq. value Accum. dep. Book Val
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
1001902 0 07/01/1997 Leasehold Improvements 1,310.00 133.16- 1,196.84
1002289 0 12/01/1997 hypercom terminal 651.00 86.80- 564.20
1002611 0 12/O1/1996 L5000 Fax machine 1,189.08 396.03- 792.05
1002680 0 12/01/1996 Refrigerator 108.43 23.35- 81.08
1002824 0 12/01/1996 Microwave 94.82 22.58- 72.24
1002877 0 04/01/1997 Corner Table Globe 86.80 16.53- 70.27
1002878 0 04/01/1997 Walnut Credenza 518.40 98.74- 419.66
1002918 0 07/01/1995 616 Com:link KSW with Telephones 1,603.97 248.24- 1,355.73
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 LP01 LAFAYETTE-2222 AMBASSADOR 5,559.50 1,007.43- 4,552.07
- ------------------------------------------------------------------------------------------------------------------------------------
1000007 0 05/07/1998 Renovations to Lafayette Store-3523 Ambassador Caf 70,135.85 449.61- 69,666.24
1000021 0 05/15/1998 GPG-233 Computer desktop w/ Sound Cards (Qty 6) 9,726.00 405.25- 9,320.75
1000224 0 06/17/1998 Computer Network Equipment-Hay Stack ANH Ethernet 3,812.50 95.32- 3,737.18
1001874 0 04/01/1998 Architect Fec-Remodel Lafayette PCS Store 6,269.24 53.58- 6,215.66
1001877 0 12/01/1997 Electrical & Sheetrock Improvements 8,708.50 233.92- 8,474.58
1002474 0 04/01/1998 Xerox Copier 4,837.50 322.50- 4,515.00
1002525 0 04/01/1998 Comdial 1632 DSU w/16 Telephones 8,123.66 386.84- 7,736.82
1003613 0 10/01/1997 2-HP VECTRA / 2-14" MONITORS / PERIPHERALS 7,725.10 1,207.52- 6,437.58
1003614 0 10/01/1997 5-HP VECTRA / 5-14" MONITORS / 5-ETHERLINKS 9,694.48 1,615.75- 8,078.73
1003635 0 04/28/1998 TOOLS TO PROGRAM PCS PHONES (QTY 10) 24,835.77 1,440.75- 23,387.02
1003649 0 07/31/1998 OFFICE FURNITURE FOR LAP PCS STORE 3,725.25 22.17- 3,703.08
1003664 0 07/06/1998 WHITH SLATE WALL DISPLAYS (2) 4X8, (1) 5X5 574.61 6.85- 567.76
1003712 0 07/14/1998 FRIDGEDARE REFRIDGERATOR/WHITE 415.56 4.95- 410.61
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 LF02 LAFAYETTE-3523 AMBASSADOR 150,504.02 6,333.01- 152,251.01
- ------------------------------------------------------------------------------------------------------------------------------------
1000028 0 04/03/1998 HP LJ 6LXI Laser Printer (Port Arthur Store-PCS) 397.50 26.52- 371.00
1002541 0 04/01/1998 Unisyn 616 KSU w/7 Telephones 1,690.98 80.52- 1,610.46
1002557 0 04/01/1998 6 Showcases for Port Arthur PCS Store 3,875.50 104.55- 3,690.95
- ------------------------------------------------------------------------------------------------------------------------------------
Evaluat. group 3 PA01 PORT ARTHUR-3100 HWY 365 H62 5,963.90 291.57- 5,672.41
- ------------------------------------------------------------------------------------------------------------------------------------
companycode 01 US Unwired 301,186.68 19,436.36- 281,750.32
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

09/21/98 Depository/Combination Safe 642.00
08/27/98 Xerox Model 535 Fax Machine 1,074.60

These two items to be added to the Baton Rouge Airline Highway Store.
<PAGE>

EXHIBIT 1

Allocation of Final Consideration
<PAGE>

EXHIBIT 2

Form of General Conveyance, Transfer and Assignment
<PAGE>

Exhibit E

ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION
OF WIRELESS MANAGEMENT CORPORATION

Pursuant to the provisions of Section 31 of the Louisiana Business
Corporation Law, Wireless Management Corporation, a Louisiana corporation,
hereby adopts the following Articles of Amendment to its Articles of
Incorporation:

ARTICLE 1.

The name of this corporation is Wireless Management Corporation.

ARTICLE 2.

The following amendment to the Articles of Incorporation was adopted by the
shareholders of the Corporation on , 1999:

The Articles of Incorporation of this Corporation, as previously
amended, are hereby further amended by amending and restating Article IV,
Article VI and Article VIII thereof and adding Article XII to read in their
entirety as follows:

"ARTICLE IV

A. The aggregate number of shares of capital stock which this
corporation shall have authority to issue is One Hundred Thousand
(100,000) shares, consisting of Forty thousand (40,000) shares of no par
value Class A common stock, Twenty thousand (20,000) shares of no par
value Class B common stock, and Forty thousand (40,000) shares of no par
value Class C common stock. The corporation shall not have power to grant
voting rights to holders of obligations issued or to be issued by the
corporation.

B. The relative rights, privileges, powers, preferences, limitations
and restrictions of the Class A common shares, Class B common shares and
Class C common shares shall be in all respects identical, share for share,
except that the voting power for the election of Class A directors, in
accordance with this Article IV, shall be vested exclusively in the
holders of the Class A common shares; the voting power for the election of
Class B directors, in accordance with this Article IV, shall be vested
exclusively in the holders of the Class B common shares; and the voting
power for the election of Class C directors, in accordance with this
Article IV, shall be vested exclusively in the holders of the Class C
common shares. The holders of Class A common shares, Class B common shares
and Class C common shares shall have the same voting powers, i.e., one
vote for each share, subject, however, to the following limitations:
<PAGE>

(1) The holders of the Class A common shares shall have the sole
right to vote for and elect four-sevenths (4/7ths) of the
voting directors of this corporation, who shall be known as
the Class A directors. Class A common shareholders shall have
the sole right to remove any Class A director with or without
cause at any time and to fill vacancies of all Class A
directors. Election and removal of the Class A directors shall
be by the affirmative vote of a majority of the Class A common
shares outstanding. Vacancies in the office of the Class A
directors shall be filled in a like manner.

(2) The holders of the Class B common shares shall have the sole
right to vote for and elect one-seventh (1/7th) of the voting
directors of this corporation, who shall be known as the Class
B director. Class B common shareholders shall have the sole
right to remove the Class B director with or without cause at
any time and to fill a vacancy of the Class B director.
Election and removal of the Class B director shall be by the
affirmative vote of a majority of the Class B common shares
outstanding. A vacancy in the office of the Class B director
shall be filled in a like manner.

(3) The holders of the Class C common shares shall have the sole
right to vote for and elect two-sevenths (2/7ths) of the
voting directors of this corporation, who shall be known as
the Class C directors. Class C common shareholders shall have
the sole right to remove any Class C director with or without
cause at any time and to fill vacancies of all Class C
directors. Election and removal of the Class C directors shall
be by the affirmative vote of a majority of the Class C common
shares outstanding. Vacancies in the office of the Class C
directors shall be filled in a like manner.

C. Whenever the holders of a class of shares of the corporation have
the sole right to elect, remove or fill vacancies in the position of a
director, the consent in writing signed by shareholders holding a majority
of the outstanding shares of such class shall be sufficient for such
purpose, without the necessity for a meeting of shareholders of such class
or any other class.

D. The provisions of this Article IV may not be amended, altered,
changed, waived or repealed, directly or indirectly, nor may any provision
inconsistent with such provisions be adopted, except by the affirmative
vote of the holders of no less than 66-2/3% of the Class A common shares
outstanding, 66-2/3% of the Class B common shares outstanding and 66-2/3%
of the Class C Common shares

-2-
<PAGE>

outstanding, the Class A common shares, the Class B common shares and the
Class C common shares voting separately.

ARTICLE VI

Except as provided in Article IV, any corporate action of
shareholders, including specifically but not by way of limitation, adoption
of amendments (including alterations, changes and repeals) to these
Articles of Incorporation, approval of share exchange, merger and
consolidation agreements, and authorization of liquidation or voluntary
disposition of all or substantially all of the corporate assets may be
taken on affirmative vote of no less than 66-2/3rds of all outstanding
shares of this corporation voting together as a single class.

ARTICLE VIII

A. Except as provided in these Articles of Incorporation, all of the
corporate powers of this corporation shall be vested in, and all of the
business and affairs of this corporation shall be managed by, a Board of
Directors which shall consist of seven (7) directors, each of whom shall
hold office for one year and until their successors are elected and have
qualified.

B. The Board of Directors shall not have authority to adopt, make and
alter By-Laws. By-Laws may be adopted, made or altered only upon the
affirmative vote of no less than 66-2/3rds of all outstanding shares of
this corporation voting together as a single class.

C. Any director absent from a meeting of the Board of Directors or a
committee thereof may be represented by any other director or shareholder,
who may cast the vote of the absent director according to the written
instructions, general or special, of the absent director.

ARTICLE XII

A. Except as provided in Paragraph B of this Article XII with respect
to Additional Sprint Opportunities (as defined below), it is expressly
understood that each of the shareholders of this corporation and each of
the individuals elected by such shareholders as directors of this
corporation, in his capacity as a director as well as officer of this
corporation (such shareholders and individuals being referred to in this
Article XII collectively as the "Shareholders and the Shareholders'
Designees" and singly as the "Shareholder and the Shareholder's Designee"),
is entitled to invest its or his personal assets for its or his own account
and is entitled to conduct its or his personal affairs and investments
without regard to whether they constitute a "business opportunity."

-3-

<PAGE>

B. (a) Except as provided in Subparagraph (b) below and as to
Additional Sprint Opportunities as provided below in this Subparagraph(a),
each of the Shareholders and the Shareholders' Designees may engage in or
possess an interest in any other business or venture of any nature and
description, independently or with others, including ones in competition
with this corporation, with no obligation to offer this corporation or any
other of the Shareholders or the Shareholders' Designees the right to
participate. With respect to any Additional Sprint Opportunities, each of
the Shareholders and the Shareholders' Designees agrees, and shall cause
their respective Affiliates (as defined below), to make prompt and complete
disclosure thereof to Meretel Communications Limited Partnership, a
Louisiana partnership in commendam (the "Partnership")(subject to the
Partnership agreeing to such confidentiality and non-disclosure covenants
as may be appropriate under the circumstances) and to permit the
Partnership to participate therein (on terms satisfactory to the applicable
Sprint entity). The Partnership shall be entitled to participate in any
such Additional Sprint Opportunities (on terms satisfactory to the
applicable Sprint entity) unless, after its receipt of the required
disclosure and such additional information relating thereto as it shall
reasonably request, it advises the disclosing Shareholder and the
Shareholder's Designees or the Affiliate(s) thereof, as the case may be, in
writing that it is unable or unwilling to participate or it fails to
respond within such time period as is reasonable under the circumstances.
Neither this corporation nor any of its shareholders shall have, by virtue
of the ownership of capital stock of this corporation by a shareholder or
the election of individuals designated by a shareholder as directors of
this corporation, or the service of such individuals as officers of this
corporation, any right in any independent venture of a shareholder or any
of its Affiliates or the income or profits therefrom other than any
Additional Sprint Opportunities for which a Shareholder and the
Shareholder's Designees have breached their obligations under this
Subparagraph (a). For purposes hereof, "Additional Sprint Opportunities"
shall mean the opportunity available to a shareholder of this corporation
or any Affiliate of a shareholder of this corporation to provide
telecommunications products or services, provided by, through or in
association with Sprint PCS or Sprint Corp. and utilizing the Sprint brand
name, in the BTAs (as defined below) in which the Partnership operates and
manages, or has agreed to operate and manage, a personal communications
service system. "BTA" shall mean the basic trading area for a broadband
personal communications service license granted by the Federal
Communications Commission. "Affiliate" of an entity shall mean: (i) any
officer, partner, director or controlling shareholder of such entity; (ii)
any person, corporation, partnership, trust or other entity controlling,
controlled by or under common control with an entity or any person
described in (i) above; (iii) any officer, director, trustee or general
partner of any person described in (ii) above; and (iv) any person who is a
member, other than as a limited partner, with any person described in (i)
and (ii) above in a relationship of a joint venture, general partnership or
similar form on unincorporated business association. For purposes of this
definition, the term "control" shall also mean the control or ownership of
10% or more of the beneficial interest in the person referred to.

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(b) Each shareholder which is an Affiliate of the Partnership or
any of its partners shall be obligated to comply with the non-competition
provisions of the Articles of Partnership, as amended heretofore and as
they may be amended hereafter, of the Partnership."

ARTICLE 3.

The number of shares of the Corporation outstanding at the time of such
adoption was thirty-three thousand three hundred thirty-three and one-third
(33,333-1/3) shares of Class A common stock, thirty-three thousand three hundred
thirty-three and one-third (33,333-1/3) shares of Class B common stock and
thirty-three thousand three hundred thirty-three and one-third (33,333-1/3)
shares of Class C common stock and the number of shares of each class entitled
to vote thereon was the same.

ARTICLE 4.

The number of shares voted for such amendment was thirty-three thousand
three hundred thirty-three and one-third (33,333-1/3) shares of Class A common
stock, thirty-three thousand three hundred thirty-three and one-third
(33,333-1/3) shares of Class B common stock and thirty-three thousand three
hundred thirty-three and one-third (33,333-1/3) shares of Class C common stock,
each class voting in favor thereof separately as a class and the three classes
voting in favor thereof together.

EXECUTED this day of , 1999, by the undersigned officers of
this Corporation in the presence of the undersigned competent witnesses.

WITNESSES: WIRELESS MANAGEMENT CORPORATION

By:____________________________

_______________,President

By:_____________________________

________________,Secretary

STATE OF LOUISIANA

PARISH OF _______________

I, , Notary Public, do hereby certify that on this day of
, 1999, personally appeared before me , who, being by me first duly
sworn, declared that he signed the foregoing document as President of Wireless
Management Corporation, and that the statements contained therein are true.

---------------------------------
Notary Public

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Exhibit F

AMENDED AND RESTATED BY-LAWS
OF
WIRELESS MANAGEMENT CORPORATION
(As Amended and Restated as of July ,1999)

ARTICLE I

Shareholders
1.1 Place of Holding Meetings. All meetings of the shareholders shall be
held at the principal business office of the corporation in Louisiana, or at
such other place as may be specified in the notice of the meeting within or
without Louisiana.

1.2 Annual Election of Directors. The annual meeting of shareholders for
the election of directors, and the transaction of other business, shall be held
at the business offices of the corporation, or at such other place as may be
agreed upon by the shareholders, on the second Tuesday of June of each year, or
the first business day thereafter when such day is a generally observed business
holiday, beginning with the year 1996.

1.3 Voting. (a) On demand of any shareholder, the vote for directors, or
on any question before a meeting, shall be by ballot. All questions presented to
the shareholders shall be decided by the affirmative vote of no less than a
majority of the outstanding shares of the corporation voting together as a
single class except as otherwise provided by the articles or these by-laws.

(b) At each meeting of shareholders, a list of the shareholders entitled
to vote, arranged alphabetically and certified by the secretary, showing the
number and class of shares held by each such shareholder on the record date for
the meeting, shall be produced on the request of any shareholder.

1.4 Quorum. Any number of shareholders, together holding at least a
majority of the outstanding shares entitled to vote thereat, who are present in
person or represented by proxy at any meeting, constitute a quorum for the
transaction of business despite the subsequent withdrawal or refusal to vote of
any shareholder.

1.5 Adjournment of Meeting. If less than a quorum is in attendance at any
time for which a meeting is called, the meeting may, after the lapse of at least
half an hour, be adjourned by a majority in interest of the shareholders present
or represented and entitled to vote thereat.

1.6 Special Meetings: How called. Special meetings of the shareholders for
any purpose or purposes may be called upon no less than ten (10) days prior
written notice setting forth the purpose of the meeting as follows: (i) by the
president or chairman of the Board of Directors, if any, or by resolution of the
directors, and (ii) shall be called upon a written request therefor, stating the
purpose or purposes thereof, delivered to the secretary and signed by 33-1/3% of
the directors or by a vote in interest of 33-1/3% of the shareholders entitled
to vote.

1.7 Notice of Shareholders' Meetings. Written or printed notice, stating
the place and time of any meeting, and, if a special meeting, the general nature
of the business to be considered, shall be
<PAGE>

given to each shareholder entitled to vote thereat, at his last known address,
at least fifteen (15) days before the meeting in the case of an annual meeting
and ten (10) days before the meeting in the case of a special meeting. Any
irregularity in the notice of an annual meeting held at the corporation's
principal business office at the time prescribed in Section 1.2 of this Article
I, shall not affect the validity of the meeting or any action taken thereat.

1.8 Business. No shareholder vote at a meeting shall be valid unless the
matter on which the shareholders voted is contained in the notice of the
meeting.

ARTICLE II

Directors
2.1 Number of Directors. The number of directors and the term of office of
each shall be as set forth in the articles.

2.2 Place of Holding Meetings. Meetings of the directors, regular or
special, may be held at any place, within or outside Louisiana, as the Board of
Directors may determine. In addition, meetings of the Board of Directors may be
held by means of conference telephone or similar communications equipment that
allows all persons participating in such meetings to hear and communicate with
each other.

2.3 First Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of shareholders
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum is present; or
they may meet at such time and place as fixed by the consent in writing of all
of the directors, or by notice given by the majority to the remaining directors.
At the first meeting, or any subsequent meeting called for the purpose, the
directors shall elect the officers of the corporation.

2.4 Regular Directors' Meeting. Regular meetings of the directors may be
held without notice, at such time and place as may be designated by 2/3rds of
the directors.

2.5 Special Directors' Meeting. How Called. Special meetings of the
directors may be called at any time by the Board of Directors or by the
executive committee, if one be constituted, by vote at a meeting, or by the
president or chairman, or in writing, with or without a meeting, by 33-1/3% of
the directors or of the members of the executive committee. Special meetings may
be held at such place or places within or outside Louisiana as may be designated
by the Board of Directors. In the absence of such designation, any such meeting
shall be held at such place as may be designated in the notice thereof.

2.6 Notice of Special Directors' Meetings. Notice of the place and time of
every special meeting of the Board of Directors (and of the first meeting of the
newly-elected board, if held on notice) shall be delivered to each director, or
sent to him by telegraph or by mail, or by leaving the same at his residence or
usual place of business, at least five (5) days before the date of the meeting.
The business to be considered at the meeting shall be limited to the matters
stated in the notice.

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<PAGE>

2.7 Quorum; Board Decisions. (a) At all meetings of the Board, no less
than a majority of the directors in office and qualified to act shall be
required to constitute a quorum for the transaction of business. If a quorum is
not present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

(b) The action of no less than a majority of the total number of directors
eligible to vote thereon is the action of the Board of Directors, unless the
concurrence of a greater proportion is required for such action by law, the
articles, or these by-laws. Notwithstanding anything contained in the articles
or these by-laws to the contrary, the following actions shall require an
affirmative vote of no less than 66-2/3% of all members of the Board of
Directors eligible to vote thereon:

(i) approval of the annual operating budget, annual capital budget, and
annual marketing plan of the Partnership (as such term is defined in
Section 2.11 (f) of these by-laws), with expenditures thereunder as
permitted by the Partnership's fiscal policy;

(ii) approval of the fiscal policy of the corporation and the Partnership
which shall set forth the expenditure levels and approval processes,
including those relating to the incurrence of indebtedness or other
contractual obligations on behalf of the Partnership and this
corporation, the compromise or writing off of any amounts owed to the
Partnership or this corporation and the settlement of any lawsuit on
behalf of the Partnership or this corporation;

(iii) the hiring and firing of the executive management of this
corporation and the approval of wage scales and benefit plans for
employees of the corporation;

(iv) the approval of any amendment to the Sprint PCS Agreement between the
Partnership and Sprint Spectrum L.P. and SprintCom, Inc., dated June
8, 1998;

(v) the approval of the sale of all or substantially all of the assets, or
the dissolution, of the Partnership or this corporation;

(vi) the admission by the Partnership or this corporation in writing of its
inability to pay its debts, the authorization for a general assignment
by either the Partnership or this corporation for the benefit of its
creditors, or the authorization to file a petition or answer by the
Partnership or this corporation seeking to adjudicate it a bankrupt or
insolvent, or seeking for itself any liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking, or
consenting to, or acquiescing in the entry of an order for relief or
the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property; and

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<PAGE>

(vii) the acquisition by the Partnership or this corporation from any
other Person (as such term is defined in Section 2.11(f) of these by-
laws) of any corporation, limited liability company, partnership,
association, business or business division, whether by stock purchase,
asset purchase, contribution, merger or other business combination or
authority to merge or consolidate with or be a party to a transfer of
substantially all of its assets or reorganization with any other
person.

2.8 Remuneration to Directors. Directors, as such, shall not receive any
stated salary for their services, but by resolution of the Board of Directors,
expenses of attendance, if any, and a fixed fee, may be allowed to directors for
attendance at each regular or special meeting of the Board of Directors or of
any committee thereof; but this Section does not preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

2.9 Powers of Directors. The Board of Directors has the management of the
business of the corporation, and subject to any restrictions imposed by law, the
articles or these by-laws, may exercise all the powers of the corporation.
Without prejudice to such general powers, the directors have the following
specific powers:

(a) To determine the authority, duties and compensation of each officer
of the corporation.

(b) From time to time, to devolve the powers and duties of any officer of
the corporation upon any other person for the time being.

(c) To confer upon any officer the power to appoint, remove and suspend,
and fix and change the compensation of, subordinate officers, agents
and factors.

(d) To determine who shall be entitled to vote, or to assign and transfer
any shares of stock, bonds, debentures, other securities or ownership
interests of other corporations, partnerships and limited liability
companies held by this corporation.

(e) To delegate any of the powers of the Board of Directors to any
standing or special committee or to any officer or agent (with power
to sub-delegate) upon such terms as they may deem fit; provided that
such delegation to any committee, officer or agent, and the
appointment of members of any committee, shall require an affirmative
vote of no less than 66-2/3% of all the members of the Board of
Directors.

2.10 Resignations. The resignation of a director shall take effect on
receipt thereof by the president or secretary, or on any later date, not more
than thirty days after such receipt, specified therein.

2.11 Interested Party Transactions. In the case of any action of the Board
of Directors required with respect to an Interested Party Transaction, the
provisions of Section 2.7(b) of these by-laws shall be applied by disregarding
all Interested Directors. For this purpose, in the event that an Interested
Party Transaction is a transaction with respect to which the Board of Directors
could act under Section 2.7(b) only upon the "affirmative vote of no less than
66-2/3% of all members of the

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<PAGE>

Board of Directors eligible to vote thereon," the Board of Directors may take
action with respect to such Interested Party Transaction upon a affirmative vote
of no less than a majority of the Disinterested Directors. An Interested Party
Transaction approved in accordance with this Section 2.11 shall not be void or
voidable as long as the material facts concerning the Interested Party
Transaction are disclosed or known to the Disinterested Directors prior to the
approval, and the Disinterested Directors act in good faith with respect to the
approval.

(a) "Interested Party Transaction" shall mean any transaction between
the corporation or the Partnership, on the one hand, and a shareholder or one of
the partners of the Partnership, or any Affiliate of either of them, on the
other hand, including, without limitation, any arrangements related to the
provision of management or other services to the Partnership or the purchase or
re-sale of the Partnership's services or products.

(b) "Affiliate" shall mean any Person that, directly or indirectly, is
a shareholder, partner, member, owner, beneficiary, officer, director, employee,
or manager of another Person, or is controlled by or under common control with,
another Person. For purposes of this definition, "control" (including the terms
"controlled by" and "under common control with") means the power to direct or
cause the direction of the management and policies of any Person, directly or
indirectly, through ownership of voting securities, by contract, or otherwise.

(c) "Person" shall mean any individual, a general or limited
partnership, a corporation (including a non-profit corporation), an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
a limited liability company, a bank, an estate, or a governmental entity (or any
department, agency, or political subdivision thereof).

(d) "Interested Director" shall mean (i) the Class A directors in the
case of any Interested Party Transaction between the corporation or the
Partnership, on the one hand, and the Class A shareholders or an Affiliate of
the Class A shareholder(s), on the other hand, (ii) the Class B directors in the
case of any Interested Party Transaction between the corporation or the
Partnership, on the one hand, and the Class B shareholder(s) or an Affiliate of
the Class B shareholder(s), on the other hand, and (iii) the Class C Directors
in the case of any Interested Party Transaction between the corporation or the
Partnership, on the one hand, and the Class C shareholder(s) or an Affiliate of
the Class C shareholder(s), on the other hand.

(e) "Disinterested Directors" shall mean, with respect to an
Interested Party Transaction, all directors other than the Interested
Directors.

(f) "Partnership" shall mean Meretel Communications Limited
Partnership, a Louisiana partnership in commendam.

(g) Nothing in this Section 2.11 shall preclude Interested Directors
from being counted for purposes of determining a quorum, or from being present
at a meeting of the Board of Directors at which action is taken with respect to
an Interested Party Transaction.

ARTICLE III

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<PAGE>

Committees

3.1 Minutes of Meetings of Committees. Any committees designated by the
Board of Directors shall keep regular minutes of their proceedings, and shall
report the same to the Board of Directors when required, but no approval by the
Board of Directors of any action properly taken by a committee shall be
required.

3.2 Procedure. If the Board of Directors fails to designate the chairman
of a committee, the president, if a member, shall be chairman. Each committee
shall meet at such times as it shall determine, and at any time on call of the
chairman. No less than a majority of the members of the committee shall be
required to constitute a quorum, and the committee may take action by vote of no
less than a majority of the total number of members. The Board of Directors has
power to change the members of any committee at any time, to fill vacancies, and
to discharge any committee at any time.

ARTICLE IV

Officers

4.1 Titles. The officers of the corporation shall be a president, a
treasurer, a secretary and such other officers, including a chairman of the
Board of Directors, as may, from time to time, be elected or appointed by the
Board of Directors. Any two officers may be combined in the same person, and
none need be a director.

4.2 Authority and Duties of Officers. Except as expressly provided in
these by-laws, the authority and duties of each officer of this corporation
shall be that expressly established from time to time by action of the Board of
Directors.

4.3 Treasurer. The treasurer has custody of all funds, securities,
evidences of indebtedness and other valuable documents of the corporation. He
shall receive and give, or cause to be given, receipts and acquittances for
moneys paid in on account of the corporation, and shall pay out of the funds on
hand all just debts of the corporation of whatever nature, when due. He shall
enter, or cause to be entered, in books of the corporation to be kept for that
purpose, full and accurate accounts of all moneys received and paid out on
account of the corporation, and whenever required by the president or the
directors, he shall render a statement of his accounts. He shall keep or cause
to be kept such books as will show a true record of the expenses, gains, losses,
assets and liabilities of the corporation; and he shall perform all of the other
duties incident to the office of treasurer. If required by the Board of
Directors, he shall give the corporation a bond for the faithful discharge of
his duties and for restoration to the corporation, upon termination of his
tenure, of all property of the corporation under his control.

4.4 Secretary. The secretary shall give, or cause to be given, notice of
all meetings of shareholders, directors and committees, and all other notices
required by law, or by these by-laws, and in case of his absence or refusal or
neglect so to do, such notice may be given by the shareholders or directors upon
whose request the meeting is called as provided in these by-laws. He shall
record

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all the proceedings of the meetings of the shareholders, of the directors, and
of committees in a book to be kept for that purpose. Except as otherwise
determined by the directors, he has charge of the original stock books, transfer
books and stock ledgers, and shall act as transfer agent in respect of the stock
and other securities issued by the corporation. He has custody of the seal of
the corporation, and shall affix it to all instruments requiring it; and he
shall perform such other duties as may be assigned to him by the Board of
Directors.

ARTICLE V

Capital Stock

5.1 Certificates of Stock. Certificates of stock, numbered, and with the
seal of the corporation affixed, signed by the president or a vice-president and
the treasurer or secretary, shall be issued to each shareholder, certifying the
number of shares owned by him in the corporation. If the stock certificates are
countersigned by a transfer agent and a registrar, the signatures of the
corporate officials may be facsimile.

5.2 Lost Certificates. A new certificate of stock may be issued in place
of any certificate theretofore issued by the corporation, alleged to have been
lost, stolen, mutilated or destroyed, or mailed and not received, and the
directors may in their discretion require the owner of the replaced certificate
to give the corporation a bond, unlimited as to stated amount, to indemnify the
corporation against any claim which may be made against it on account of the
replacement of the certificate or any payment made or other action taken in
respect thereof.

5.3 Transfer of Shares. Shares of stock of the corporation are
transferable only in its books, by the holders thereof in person or by their
duly authorized attorneys or legal representative, and only after proof of
compliance with any restrictions upon their transfer set forth in the Articles
of Incorporation, in these By-Laws and in any agreement(s) among the
shareholders of this corporation. Upon such transfer, the old certificates shall
be surrendered to the person in charge of the stock transfer records, by whom
they shall be cancelled, and new certificates shall thereupon be issued. A
record shall be made of each transfer, and whenever a transfer is made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer. The Board of Directors may make regulations concerning the
transfer of shares, and may in their discretion authorize the transfer of shares
from the names of deceased persons whose estates are not administered, upon
receipt of such indemnity as they may require.

5.4 Record Dates. The Board of Directors may fix a record date for
determining shareholders of record for any purpose, such date to be not more
than sixty days and, if fixed for the purpose of determining shareholders
entitled to notice of and to vote at a meeting, not less than ten days, prior to
the date of the action for which the date is fixed.

5.5 Transfer Agents, Registrars. The Board of Directors may appoint and
remove one or more transfer agents and registrars for any class of stock. If
such appointments are made, the transfer agents shall effect original issuances
of stock certificates and transfer of shares, record and advise the corporation
and one another of such issuances and transfers, countersign and deliver stock

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certificates, and keep the stock, transfer and other pertinent records; and the
registrars shall prevent over-issues by registering and countersigning all stock
certificates issued. A transfer agent and registrar may be identical. The
transfer agents and registrars, when covered with the corporation as obligees by
an indemnity bond substantially in a form, and issued by a surety company,
approved by the corporation's general counsel and providing indemnity unlimited
in stated amount, or in form and amount and signed by a surety approved by the
Board of Directors, and upon receipt of an appropriate affidavit and indemnity
agreement, may (a) countersign, register and deliver, in place of any stock
certificate alleged to have been lost, stolen, destroyed or mutilated, or to
have been mailed and not received, a replacement certificate for the same number
of shares, and make any payment, credit, transfer, issuance, conversion or
exchange to which the holder may be entitled in respect of such replaced
certificate, without surrender thereof for cancellation, and (b) effect
transfers of shares from the names of deceased persons whose estates (not
exceeding $1,000 in gross asset value) are not administered.

ARTICLE VI

Miscellaneous Provisions

6.1 Checks, Drafts, Notes. All checks, drafts, other orders for the
payment of money, and notes or other evidences of indebtedness, issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall, from time to time, be
determined by the Board of Directors.

6.2 Notice. Whenever any notice is required by these by-laws to be given,
personal notice is not meant unless expressly so stated; any notice is
sufficient if given by depositing the same in a mail receptacle in a sealed
post-paid envelope addressed to the person entitled thereto at his last known
address as it appears on the records of the corporation; and such notice is
deemed to have been given on the third day after such mailing.

6.3 Waiver of Notice. Whenever any notice of the time, place or purpose of
any meeting of shareholders, directors or committee is required by law, the
articles or these by-laws a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of the meeting before
or after the holding thereof, or actual attendance at the meeting of
shareholders in person or by proxy or actual attendance at the meeting of
directors or committee in person, is equivalent to the giving of such notice
except as otherwise provided by law.

ARTICLE VII

Amendments

7.1 The shareholders, by affirmative vote of the holders of not less than
66-2/3% of all outstanding shares of the corporation may, at any meeting, amend,
alter or waive any of the by-laws.

ARTICLE VIII

Indemnity

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8.1 This corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceedings, whether
civil, criminal, administrative or investigative (including any action by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another business,
foreign or non-profit corporation, partnership, joint venture or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful; provided that in case of
actions by or in the right of the corporation, the indemnity shall be limited to
expenses (including attorneys' fees, and amounts paid in settlement not
exceeding, in the judgment of the Board of Directors, the estimated expense of
litigating the action to conclusion) actually and reasonably incurred in
connection with the defense or settlement of such action and no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for willful or intentional misconduct in
the performance of his duty to the corporation unless and only to the extent
that the court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was unlawful.

8.2 To the extent that a director or officer of a corporation has been
successful on the merits or otherwise in defense of any such action, suit or
proceedings, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

8.3 Any indemnification under Section 8.1 of this Article (unless ordered
by the court) shall be made by the corporation only as authorized in a specific
case upon a determination that the applicable standard of conduct has been met.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceedings, or (2) if such a quorum is not obtainable or a quorum of
disinterested directors so directs, by independent legal counsel, or (3) by the
shareholders.

8.4 Expenses incurred in defending such an action, suit or proceeding may
be paid by the corporation in advance of the final disposition thereof if
authorized by the Board of Directors, without regard to whether participating
members thereof are parties to such action, suit or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.

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8.5 The indemnification and advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to which the person
indemnified or obtaining advancement of expenses may be entitled under any by-
law, agreement, authorization of shareholders or directors or otherwise,
regardless of whether directors authorizing such indemnification are
beneficiaries thereof, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of his heirs and legal representative.

8.6 This corporation shall have power to procure insurance on behalf of
any person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another business, non-profit or foreign
corporation, partnership, joint venture, or other enterprise against any
liability asserted against or incurred by him in any such capacity, or arising
out of the status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of this Article.

CERTIFICATE

I certify that the foregoing Amended and Restated By-Laws were unanimously
adopted by the shareholders of the corporation on the day of , 1999.

-----------------------------

-----------------,Secretary

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Exhibit G
[FINAL]
FOURTH AMENDMENT TO ARTICLES OF
PARTNERSHIP IN COMMENDAM OF
MERETEL COMMUNICATIONS LIMITED PARTNERSHIP,
A LOUISIANA PARTNERSHIP IN COMMENDAM

THIS FOURTH AMENDMENT made and entered into as of , 1999 (the "Fourth
Amendment") to the Articles of Partnership in Commendam made and entered into as
of July 26, 1999 (the "Articles of Partnership"), as previously amended by the
First Amendment thereto made and entered into as of July 26, 1995 (the "First
Amendment"), the Second Amendment thereto made and entered into as of July 24,
1996 (the "Second Amendment"), and the Third Amendment thereto made and entered
into as of January 21, 1997 (the "Third Amendment") of Meretel Communications
Limited Partnership (the "Partnership") by and among Wireless Management
Corporation, a Louisiana corporation (the "General Partner"), as General
Partner, and EATELCORP, Inc., a Louisiana corporation ("EATEL"), US Unwired,
Inc. (successor in interest to Mercury Cellular Telephone Company), a Louisiana
corporation ("Unwired"), Fort Bend Telephone Company, a Texas corporation ("Fort
Bend"), Meretel Wireless, Inc., a Louisiana corporation ("Meretel"), and XIT
Leasing, Inc., a Texas corporation ("XIT"), (each a "Limited Partner" and
collectively, the "Limited Partners") provides as follows:

RECITALS

WHEREAS, pursuant to the Articles of Partnership, the General Partner,
EATEL, Unwired, Fort Bend and Meretel formed the Partnership; and

WHEREAS, pursuant to the First Amendment, the General Partner, EATEL,
Unwired, Fort Bend and Meretel amended the Partnership; and

WHEREAS, pursuant to the Second Amendment, XIT was confirmed as an
additional Limited Partner; and

WHEREAS, pursuant to the Third Amendment, the General Partner, EATEL,
Unwired, Fort Bend, Meretel and XIT further amended the Articles of
Partnership; and

WHEREAS, the General Partner and the Limited Partners desire to further
amend the Articles of Partnership, as previously amended (the "Amended
Articles"), to make the additional amendments as set forth hereinafter.

NOW, THEREFORE, the General Partner and the Limited Partners do hereby
further amend the Amended Articles as follows:

1. Section 1 of the Amended Articles is hereby amended and restated in
its entirety as follows:

"Section 1. Name; Place of Business; Agents for Service of Process;
Tax-Identification Number. The name of the Partnership is Meretel
Communications Limited Partnership and its principal place of business is
913 S. Burnside Avenue,
<PAGE>

Gonzales, Louisiana 70737-4258, or such other place or places in the State
of Louisiana as the General Partner may hereafter determine. John D.
Scanlan and Arthur G. Scanlan, II, are designated as agents for service of
process, each having the following address: 913 S. Burnside Avenue,
Gonzales, Louisiana 70737-4258. The tax identification number of the
Partnership is . "

2. The definitions of "BTA", "FCC Auction" and "System" are hereby amended
in, and the other definitions set forth are hereby added to, Section 2 of the
Amended Articles to read in full as follows:

"Additional Sprint Opportunities" shall mean the opportunity
available to a Partner or any Affiliate of a Partner to provide
telecommunications products or services, provided by, through or in
association with Sprint PCS or Sprint Corp. and utilizing the Sprint brand
name, in the BTAs in which the Partnership operates and manages, or has
agreed with Sprint PCS or Sprint Corp. to operate and manage, the System.

"Bona Fide Offer" shall mean an unsolicited offer to purchase or
acquire an interest in the Partnership that is (a) in writing, (b) is
signed by an offeror which is not an Affiliate of the offeree, (c) sets
forth all material terms and conditions of the offer, (d) contains
representations and warranties by the offeror that it/he/she is a Person
financially capable of carrying out the terms of the offer, and capable of
satisfying all applicable obligations under this Agreement, and (e) is in
form legally enforceable against the offeror, and binding the offeror to
become a Partner and to assume all of the obligations and undertakings of
the proposed selling Partner in accordance with the terms of this
Agreement.

"BTA" shall mean the basic trading area for a broadband personal
communications service license granted by the FCC.

"Business Days" shall mean any day other than a day on which banks in
the State of Louisiana are authorized or obligated to be closed.

"Change of Control" shall mean the voluntary or involuntary, direct
or indirect, transfer, sale, assignment, gift or other disposition of more
than 50% of the power to direct or cause the direction of the management
and policies of a Person, firm or entity, whether through the ownership of
voting securities, by contract or otherwise; provided, however, that a
Change of Control shall not include any such transfer, sale, assignment,
gift or other disposition to an Affiliate of the transferor.

"Closing Date" shall have the meaning set forth in Section 12.3.1.

"Drag-Along Interest" shall have the meaning set forth in
Section 11.10.

"Drag-Along Transaction" shall have the meaning set forth in
Section 11.10.

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<PAGE>

"Expenses" means any and all judgments, damages or penalties with
respect to, or amounts paid in settlement of, claims (including, but not
limited to negligence, strict or absolute liability, liability in tort and
liabilities arising out of violation of laws or regulatory requirements of
any kind), actions, or suits; and any and all taxes (including, without
limitation, taxes on any indemnification payments and including interest,
additions to tax and penalties), liabilities, obligations, costs, expenses
and disbursements (including, without limitation, reasonable legal fees and
expenses).

"FCC Auction" shall mean the auction conducted and completed by the
FCC for the Licences.

"Long-Term Debt" shall mean, as of any date of determination thereof,
the long-term debt of the Partnership as shown on the applicable financial
statements of the Partnership in accordance with GAAP.

"Notice of Withdrawal" shall have the meaning set forth in Section
12.1.

"Offer Notice" shall have the meaning set forth in Section 11.7.

"Offered Interest" shall have the meaning set forth in Section 11.7.

"Offering Partner" shall have the meaning set forth in Section 11.7.

"Offer Period" shall have the meaning set forth in Section 11.7.

"Operating Cash Flow" shall mean, as of any date of determination
thereof, the operating cash flow of the Partnership for the specified
period as shown on the applicable financial statements of the Partnership
in accordance with GAAP.

"Partnership Property" means all assets of the Partnership, whether
real, personal, tangible, or intangible property, including any
improvements thereto, goodwill, and all cash.

"Person" means any individual, partnership (whether general or limited
and whether domestic or foreign), limited liability company, corporation,
trust, estate, association, custodian, nominee or other entity (including
any regulatory or other governmental commission, agency or body).

"Prime Rate" shall mean the prime rate published by Co-Bank, ACB.

"Redemption Payments" shall have the meaning set forth in Section
12.3.2.

"Redemption Price" shall have the meaning set forth in Section 12.2.

"Releasees" shall have the meaning set forth in Section 12.4.

"Releasors" shall have the meaning set forth in Section 12.4.

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<PAGE>

"Right of First Look" shall have the meaning set forth in Section
11.8.

"Right of First Refusal" shall have the meaning set forth in Section
11.7.

"Sale Notice" shall have the meaning set forth in Section 11.8.1.

"Shop Period" shall have the meaning set forth in Section 11.8.

"Shopped Interest" shall have the meaning set forth in Section 11.8.

"Shopping Notice" shall have the meaning set forth in Section 11.8.

"Shopping Partner" shall have the meaning set forth in Section 11.8.

"System" shall refer to the personal communications service system
serving all or a portion of the BTAs for which the Partnership has entered
or hereafter enters into a contractual relationship with the holder of the
broadband personal communications service licenses granted by the FCC for
such BTAs pursuant to which the Partnership has or will develop, construct,
own and/or lease, operate and/or manage such system.

"Tag-Along Interest" shall have the meaning set forth in Section
11.9

"Tag-Along Transaction" shall have the meaning set forth in
Section 11.9.

"Transfer" means, as a noun, any voluntary or involuntary, direct or
indirect, transfer, sale, assignment, gift, pledge, hypothecation,
encumbrance or other disposition and, as a verb, voluntarily or
involuntarily, directly or indirectly, to transfer, sell, assign, give,
pledge, hypothecate, encumber or otherwise dispose of an item. With respect
to an interest in the Partnership, the term Transfer shall refer to all or
any part of the beneficial ownership of, the voting power associated with,
or any other interest in, the interest in the Partnership.

"Withdrawal" shall mean the withdrawal of a Limited Partner from the
Partnership pursuant to the delivery of a Notice of Withdrawal pursuant to
Section 12.1.

"Withdrawing Partner" shall mean a Limited Partner which withdraws
from the Partnership pursuant to Section 12.1.

Further, and because Meretel is no longer a Limited Partner, the definition
of "Limited Partners" is hereby amended to delete the reference to
"Meretel" therein."

3. Section 3.1 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

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<PAGE>

"3.1 The business and purpose of the Partnership on and after the date
of the Fourth Amendment is to: (i) develop, construct, own and/or lease,
operate and manage the System in the Lafayette, Baton Rouge, Hammond, and
Biloxi/Gulfport BTAs and in those additional BTAs for which it may
hereafter enter into a contractual relationship with the holder of the
personal communications service licenses therefor pursuant to which the
Partnership is to develop, construct, own and/or lease, operate and/or
manage the System; (ii) engage in other activities relating to the System,
including without limitation, the sales of personal communications services
in the aforesaid BTAs; and (iii) conduct such other activities and
businesses which are incidental or necessary to the foregoing."

4. Section 4 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

"Section 4. Term. The term of the Partnership shall continue
indefinitely until terminated in accordance with the provisions of this
Agreement."

5. Section 5.1 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

"Through the date of the Fourth Amendment, Wireless Management
Corporation, as the General Partner, has contributed capital to the
Partnership the amount of $ ."

6. Section 6.1 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

"Through the date of the Fourth Amendment, each Limited Partner has
contributed to the capital of the Partnership the amount set forth opposite
its name below:

Capital
Limited Partner Contribution
--------------- ------------

EATEL $___________
Unwired $___________
Fort Bend $___________
XIT $___________
Total $___________"

7. Section 6.3 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

On and after the date of the Fourth Amendment, no Partner shall be
obligated to make any additional Deferred Capital Contributions. Unwired
shall not be permitted to make additional Deferred Capital Contributions
which will increase the

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<PAGE>

percentage ownership interest of it and its Affiliates in the Partnership
to more than 20% without the express prior written agreement of all the
Partners.

8. Section 8 of the Amended Articles is hereby amended to add the
following at the end thereof:

"As of the date of the Fourth Amendment, the Partners agree that the
total number of units owned by each Partner and the percentage ownership
interest of each Partner in the Partnership is set forth opposite its name
below, subject to adjustment, retroactive to the date of the Fourth
Amendment, in accordance with Section 6(c) of that certain agreement dated
as of September , 1999, among the General Partner and the Limited
Partners:

Percentage
Partner Units Owned Ownership Interest
------- ----------- ------------------

General Partner ___________ _________%
EATEL ___________ _________%
Unwired ___________ _________%
Fort Bend ___________ _________%
XIT ___________ _________%
Total ___________ 100%"

9. Section 11.2.2 of the Amended Articles is hereby amended by adding the
following at the beginning thereof:

If the transfer is one to which Sections 11.7, 11.8, 11.9, 11.10 or 12
are inapplicable,

10. Section 11.4 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

Except as otherwise permitted pursuant to Section 11.3 above and
Section 11.7, Section 11.8, Section 11.9, Section 11.10 and Section 12
below, no Transfer of a Unit may be made in any 12-month period if
such Transfer when added to all other Transfers of Units which have
already taken place in such period would represent 49% or more of the
total interest in the Partnership capital and profits (as determined
on the dates of the respective Transfers of interest).

11. Section 11.7 is added to the Amended Articles to read in full as
follows:

11.7 Right of First Refusal. If a Limited Partner (the "Offering Partner")
desires to sell or otherwise dispose of all or any portion of the Offering
Partner's interest in the Partnership pursuant to a Bona Fide Offer, the
Offering Partner shall give written notice (the "Offer Notice") to each of the
other Partners transmitting a copy of the Bona Fide Offer. The other Limited
Partners shall have the sole and exclusive right (the "Right of First Refusal")
for a period of 45 days following the date on which the Offer Notice is given to
them (the "Offer Period") to elect to purchase from the Offering Partner, on the
same terms and conditions as are set forth in the Bona Fide Offer, all, but

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<PAGE>

not less than all, of the portion of the Offering Partner's interest in the
Partnership that is covered by the Offer Notice (the "Offered Interest"). The
Right of First Refusal may be exercised by any one or more of the other Limited
Partners by written notice given to the Offering Partner, with copies given to
the other Partners, prior to the expiration of the Offer Period. In the event
that one or more of the other Limited Partners timely elect to exercise the
Right of First Refusal, the electing Limited Partners shall purchase the Offered
Interest in proportion to the respective interests that they own in the
Partnership (disregarding the interests in the Partnership owned by the Offering
Partner, the General Partner and any non-electing Limited Partners), unless they
otherwise mutually agree. In the event that none of the other Limited Partners
timely elect to exercise the Right of First Refusal, the Offering Partner shall
be entitled to sell the Offered Interest pursuant to the transaction
contemplated by the Bona Fide Offer, subject to the rights and obligations
provided below by Section 11.9, Section 11.10, Section 11.11, and Section 11.12.
The procedures set forth in this Section 11.7 shall be repeated in the event
that there is a material change in the terms and conditions of the Bona Fide
Offer, prior to the closing of the sale or other disposition pursuant to the
Bona Fide Offer. Should the Bona Fide Offer provide for the payment by the
offeror to the Offering Partner of consideration other than cash, the electing
Limited Partners shall have the right to pay the fair market value of such
consideration in cash.

12. Section 11.8 is added to the Amended Articles to read in full as
follows:

11.8 Right of First Look. If a Limited Partner (the "Shopping
Partner") desires to market (i.e., make an offer to sell or otherwise
dispose of or solicit an offer to purchase or otherwise acquire) all or any
portion of the Shopping Partner's interest in the Partnership to one or
more other Persons prior to receiving a Bona Fide Offer for such interest
that the Shopping Partner desires to accept, the Shopping Partner must
first offer to sell or otherwise dispose of the portion of the Shopping
Partner's interest in the Partnership that the Shopping Partner will market
to other Persons to the other Limited Partners by giving written notice to
each of the other Partners setting forth the material terms and conditions
of the proposed sale transaction (the "Shopping Notice"). The other Limited
Partners shall have the sole and exclusive right (the "Right of First
Look") for a period of 45 days following the date on which the Shopping
Notice is given to them (the "Shop Period") to elect to purchase from the
Shopping Partner, on the same terms and conditions as are set forth in the
Shopping Notice, all, but not less than all, of the portion of the Shopping
Partner's interest in the Partnership that is covered by the Shopping
Notice (the "Shopped Interest"). The Right of First Look may be exercised
by any one or more of the other Limited Partners by written notice given to
the Shopping Partner, with copies given to the other Partners, prior to the
expiration of the Shop Period. In the event that one or more of the other
Limited Partners timely elect to exercise the Right of First Look, the
electing Limited Partners shall purchase the Shopped Interest in proportion
to the respective interests that they own in the Partnership (disregarding
the interests in the Partnership owned by the Shopping Partner, the General
Partner and any non-electing Limited Partners), unless they otherwise
mutually agree. In the event that none of the other Limited Partners timely
elect to exercise the Right of First Look, the Shopping Partner shall be
entitled to market and sell the Shopped Interest to any one or more other
Persons on terms and conditions no less favorable to the Shopping Partner
than the terms and conditions set forth in the Shopping Notice, subject to
the rights and obligations provided below by this Section 11.8, Section
11.9, Section 11.10, Section 11.11,

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<PAGE>

and Section 11.12. Should the Shopping Notice provide for the payment to
the Shopping Partner of consideration other than cash, the electing Limited
Partners shall have the right to pay the fair market value of such
consideration in cash.

11.8.1 Sale Notice. The Shopping Partner shall give each other
Partner written notice setting forth the material terms and conditions
of any transaction pursuant to which the Shopping Partner proposes to
sell all or any portion of the Shopped Interest to one or more other
Persons at least 10 days prior to the consummation of such transaction
(the "Sale Notice"). In the event that the Shopping Partner attempts
or proposes to sell all or any portion of the Shopped Interest to any
one or more Persons on terms or conditions that, either individually
or collectively, are less favorable to the Shopping Partner than the
terms or conditions set forth in the Shopping Notice, the other
Limited Partners shall have a Right of First Refusal (exercisable
pursuant to terms and conditions comparable to those set forth above
in Section 11.7 of this Agreement) to purchase the Shopped Interest on
the terms and conditions set forth in the Sale Notice.

11.8.2 Expiration of Shopping Notice. The Shopping Notice shall
expire at the close of business on the last day of the sixth calendar
month following the month in which the Shopping Notice is given to the
other Partners. In the event that the Shopping Partner has not sold or
entered into a binding obligation to sell the Shopped Interest prior
to expiration of the Shopping Notice, the procedures set forth in this
Section 11.8 shall be repeated in the event that the Shopping Partner
desires to continue marketing all or any portion of the Shopped
Interest.

11.8.3 Exception From Right of First Refusal. Except as
otherwise provided in this Section 11.8, the sale or other disposition
of all or any portion of a Partner's interest in the Partnership
pursuant to this Section 11.8 shall not be subject to the Right of
First Refusal provided above by Section 11.7 of this Agreement.

13. Section 11.9 is added to the Amended Articles to read in full as
follows:

11.9 Tag-Along Rights. In the event that a sale or other disposition
of an Offered Interest or Shopped Interest would constitute a sale or other
disposition of 50% or more of the outstanding Units and none of the other
Limited Partners has timely elected to exercise the Right of First Refusal
or Right of First Look, as applicable, then each other Limited Partner can
elect (by written notice given within the Offer Period or Shop Period, as
applicable, in accordance with Section 11.7 and Section 11.8,
respectively), to participate in the sale or other disposition transaction,
and require, as a condition to the closing of the transaction (the "Tag-
Along Transaction"), that the proposed purchaser(s) acquire, on the same
terms and conditions as is set forth for the Offered Interest in the Bona
Fide Offer or as is given to the Shopping Partner for the Shopped Interest,
as applicable, a portion of the total interest in the Partnership then held
by such other Limited Partner (the "Tag-Along Interest") equal to a
fraction thereof, the numerator of which is the interest in the Partnership
represented by the Offered Interest or Shopped Interest, as applicable, and
the denominator of which is the total interest in the Partnership then held
by the Offering Partner or Shopping

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<PAGE>

Partner, as applicable (in each case excluding the interest in the
Partnership of the General Partner). If any other Limited Partner timely
elects to participate in the Tag-Along Transaction, the Offering Partner or
Shopping Partner, as applicable, shall not effect the Tag-Along Transaction
unless the proposed purchaser(s) agree to acquire all of the Tag-Along
Interests on the same terms and conditions as is set forth for the Offered
Interest in the Bona Fide Offer or as is given to the Shopping Partner for
the Shopped Interest, as applicable.

11.9.1 Execution of Agreements. In connection with the closing
of a Tag-Along Transaction, the other Limited Partners who have
timely elected to participate in the transaction shall be obligated to
execute such commercially reasonable documents and instruments of
conveyance with respect to the Tag-Along Interests as may be necessary
or appropriate to confirm and consummate the sale, assignment, and
transfer of the Tag-Along Interests to the purchaser(s) in the Tag-
Along Transaction, which may include such commercially reasonable and
appropriate representations, warranties, and covenants as the Offering
Partner or Shopping Partner, as applicable, shall be willing to
execute on its behalf.

14. Section 11.10 is added to the Amended Articles to read in full as
follows:

11.10 Drag-Along Rights. In the event that a sale or other
disposition of an Offered Interest of Shopped Interest would constitute a
sale or other disposition of 50% or more of the Units and none of the other
Limited Partners has timely elected to exercise the Right of First Refusal
or Right of First Look, as applicable, the Offering Partner or Shopping
Partner, as applicable, can elect (by written notice given to the other
Partners within thirty (30) days of the expiration of the Offer Period or
Shop Period, as applicable), to require each other Limited Partner, which
has not timely elected to participate pursuant to Section 11.9, to
participate in the sale or other disposition transaction, and require, as a
condition to the closing of the transaction (the "Drag-Along Transaction"),
that each such other Limited Partner sell, on the same terms and conditions
as is set forth for the Offered Interest in the Bona Fide Offer or as is
given to the Shopping Partner for the Shopped Interest, as applicable, a
portion of the total interest in the Partnership then held by such other
Limited Partners (the "Drag-Along Interest") equal to a fraction thereof,
the numerator of which is the interest in the Partnership represented by
the Offered Interest or Shopped Interest, as applicable, and the
denominator of which is the total interest in the Partnership then held by
the Offering Partner or Shopping Partner, as applicable (in each case
excluding the interest in the Partnership of the General Partner).
Notwithstanding the foregoing, such other Limited Partners shall not be
required to participate in the Drag-Along Transaction unless the proposed
purchaser(s) agree to acquire all of the Drag-Along Interests on the same
terms and conditions as is set forth for the Offered Interest in the Bona
Fide Offer or as is given to the Shopping Partner for the Shopped Interest,
as applicable.

11.10.1 Execution of Agreements. In connection with the closing
of a Drag-Along Transaction, the other Limited Partners
participating in the transaction pursuant to this Section 11.10 shall
be obligated to execute such commercially reasonable documents and
instruments of conveyance with respect to the Drag-Along Interests as
may be necessary or appropriate to confirm and consummate the sale,

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<PAGE>

assignment, and transfer of the Drag-Along Interests to the
purchaser(s) in the Drag-Along Transaction, which may include such
commercially reasonable and appropriate representations, warranties,
and covenants as the Offering Partner or Shopping Partner, as
applicable, shall be willing to execute on its behalf.

15. Section 11.11 is added to the Amended Articles to read in full as
follows:

11.11 Admission Restrictions. A Person acquiring an interest in the
Partnership pursuant to this Section 11 shall be admitted to the
Partnership as a new Limited Partner only upon (i) the closing of the
contemplated transaction in the manner permitted by Section 11.7, Section
11.8, Section 11.9, or Section 11.10, as applicable, and (ii) the
satisfaction in fill of the requirements set forth above in Section 11.2.

16. Section 11.12 is added to the Amended Articles to read in fill as
follows:

11.12 Additional Matters.

11.12.1 Remedies. In the event that a Limited Partner (including an
Offering Partner or Shopping Partner) violates, or attempts to threatens to
violate, the requirements of this Section 11, the other Partners shall, to
the extent permitted by applicable law, be entitled to (i) obtain
injunctive relief, (ii) obtain a decree compelling specific performance,
and/or (iii) obtain any other remedy legally allowed to them.

11.12.2 Transaction Void. If an interest in the Partnership
(including an Offered Interest, a Shopped Interest, a Tag-Along
Interest, or a Drag-Along Interest) that is covered by this Section 11
is purportedly sold, assigned, transferred or otherwise disposed of in
a transaction that is not in compliance with the requirements of this
Section 11, such purported sale, assignment, transfer or other
disposition shall be void and have no force or effect.

11.12.3 Confidentiality and Non-Disclosure. Each Partner agrees
that each Bona Fide Offer, Offer Notice, Shopping Notice, Sale Notice,
the information contained in any of the foregoing, and the fact that
discussions or negotiations are taking place with respect to
transactions which are the subject thereof and the content of such
discussions or negotiations (hereinafter the "Confidential
Information") received by it or any of its Representatives (as defined
below) from any other Partner or any of the Representatives of any
other Partner will be kept confidential by it, and will not be
disclosed to any Person other than to said Partner's Representatives
as permitted hereby or to one or more other Partners or their
Representatives, without either the prior written consent of the
Partner from which the same was received or as otherwise permitted by
this Section 11.12.3. Confidential Information does not include
information which is or becomes generally available to the public
other than as a result of a disclosure by a Partner or its
Representatives in violation of the provisions of this Section
11.12.3. A Partner may disclose Confidential Information to its
directors, officers, employees, attorneys, accountants, lenders and
other advisors (the "Representatives") who need to know the
Confidential Information, are advised

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<PAGE>

of the provisions of this Section 11.12.3 prior to disclosure of the
Confidential Information to any of them, and who agree prior to their
receipt of the Confidential Information to comply with the
provisions of this Section 11.12.3. Each Partner shall be responsible
for any breach of the provisions of this Section 11.12.3 by any of its
Representatives. Each Partner agrees that it shall use, and shall
cause its Representatives to use, the Confidential Information solely
for purposes of exercising the rights of the Partner under this
Section 11. Each Partner further agrees and acknowledges that a
disclosing Partner shall be entitled to injunctive relief for a breach
or threatened breach of the provisions of this Section 11.12.3 by any
other Partner or the Representatives of any other Partner.

17. Section 12 of the Amended Articles is hereby renumbered "Section 12.5,"
and a new heading for Section 12 of the Amended Articles is hereby added to read
in full as follows: "Withdrawal and Mandatory Sale of Units."

18. Section 12.1 is added to the Amended Articles (as further amended above
pursuant to Section 17 of this Fourth Amendment) to read in full as follows:

12.1 Withdrawal. Except as otherwise provided in this Section 11.2, a
Limited Partner may withdraw from the Partnership at any time by (i) giving
written notice stating the effective date of such withdrawal to the
Partnership and to every other Partner at least 180 Business Days prior to
such stated effective date ("NOTICE OF WITHDRAWAL") and (ii) complying with
the requirements of this Section 12.1. Upon the Withdrawal of a Partner in
compliance with the requirements of this Section 12.1, the Partnership
shall continue without dissolution, and the Withdrawing Partner shall
cease, as of the effective date of the Withdrawal, to be a Partner and
shall have no further right to participate in the Partnership's business--
Profits, Losses, or distributions, nor any further rights or interests in
or to the Partnership Property (including, without limitation, any cash,
accounts receivable, or work in process), but shall have only the rights
provided in this Section 12.1, Section 12.2, and Section 12.3.

12.1.1 Time Restrictions. A Limited Partner may not withdraw
from the Partnership at any time prior to the close of business on the
later to occur of (i) January 1, 2003, or (ii) the last day of the
24th month following the month in which such Partner becomes a Limited
Partner in the Partnership, without the unanimous consent of all other
Partners.

12.1.2 Financial Restrictions. A Partner may withdraw from the
Partnership, and a Notice of Withdrawal will be considered effective
for purpose of triggering a Withdrawal under this Section 12.1, only
if, as of the close of business on the last day of the calendar
quarter immediately preceding the calendar quarter in which the
Withdrawal is to be effective as specified in the Notice of
Withdrawal, the principal amount of the Partnership's Long-Term Debt
is no greater than 6 times (i.e., 600%) of the amount of the
Partnership's Operating Cash Flow for the four calendar quarters then
ended [Long-Term Debt (less than or equal to) (6 x Operating Cash Flow
for the four calendar quarters then ended)].

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<PAGE>

12.1.3 Required Consents. A Limited Partner may not withdraw
from the Partnership unless and until the Partnership has obtained
consents from all creditors of the Partnership and other Persons whose
consent to the Withdrawal is required in order to avoid having the
Withdrawal and payment of the Redemption Price constitute a default
under the Partnership's agreements with such creditors and/or other
Persons. The General Partner shall use commercially reasonable efforts
to obtain all such consents upon receipt of a Notice of Withdrawal.

19. Section 12.2 is added to the Amended Articles (as further amended
above pursuant to Section 17 of this Fourth Amendment) to read in full as
follows:

12.2 Redemption Price. The "REDEMPTION PRICE" shall be the fair
market value of the Withdrawing Partner's interest in the Partnership as of
the day on which the Notice of Withdrawal is given pursuant to Section
12.1, determined by agreement between the Withdrawing Partner and the
General Partner or, if they cannot agree, by arbitration in accordance with
the then current rules of the American Arbitration Association, less the
amount of any Partnership distributions to the Withdrawing Partner after
such day. For this purpose, the fair market value of the interest of the
Withdrawing Partner shall be deemed to be the amount the Withdrawing
Partner would receive upon dissolution and termination of the Partnership
under Section 18, after payment of all debts and liabilities of the
Partnership, including all taxes, costs and other expenses associated with
the sale of the Partnership's assets, assuming such dissolution or
termination were to occur on the date that the Notice of Withdrawal is
given pursuant to Section 12.1, and assuming that the assets of the
Partnership were to be sold for their then fair market value without
compulsion of the Partnership to sell such assets.

20. Section 12.3 is added to the Amended Articles (as further amended
above pursuant to Section 17 of this Fourth Amendment) to read in full as
follows:

12.3 Closing and Payment of the Redemption Price.

12.3.1 Closing. The closing of the redemption of the Withdrawing
Partner's interest in the Partnership to the extent permitted pursuant
to Section 12.1 shall occur on the date specified in the Notice of
Withdrawal, or on such other day as the Withdrawing Partner and the
General Partner mutually agree (the "CLOSING DATE").

12.3.2 Terms of Payment. At the election of the Partnership, the
Redemption Price shall be paid pursuant to either of the following
alternative methods (the "REDEMPTION PAYMENTS"): (A) cash on the
Closing Date in an amount equal to 80% of the Redemption Price; or
(B)(i) cash on the Closing Date in an amount equal to 20% of the
Redemption Price, and (ii) the issuance by the Partnership of a
promissory note for the remaining 80% of the Redemption Price, the
terms of which shall (a) require payment in equal annual installments
on the next four consecutive anniversaries of the Closing Date, (b)
require the accrual of interest on the unpaid portion of the
promissory note at the Prime Rate in effect on the Closing Date,

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<PAGE>

compounded semi-annually from the Closing Date, adjusted thereafter on
the first day of each January and July, (c) require the payment of all
such interest accrued through the date on which each installment under
the promissory note is due simultaneously with each such installment,
(d) provide that the promissory note is unsecured or, at the election
of the Withdrawing Partner, secured solely by the portion of the
redeemed interest in the Partnership equal to the principal portion of
the Redemption Price unpaid (with no voting rights prior to a default
under the promissory note), and (e) provide such other commercially
reasonable terms and conditions as are customary and appropriate for
transactions of this kind. The receipt by the Withdrawing Partner of
the Redemption Payments shall be deemed to be payment in full
satisfaction of all of the Withdrawing Partner's rights, title and
interest pertaining to the redeemed interest in the Partnership.

12.3.3 Execution of Agreements. On the Closing Date, the
Partnership and the Withdrawing Partner shall execute such
commercially reasonable documents and instruments of conveyance as may
be necessary or appropriate to confirm the redemption of the
Withdrawing Partner's interest in the Partnership, and the Withdrawal
of the Withdrawing Partner as a Limited Partner as of the Closing
Date.

21. Section 12.4 is added to the Amended Articles (as further amended
above pursuant to Section 17 of this Fourth Amendment) to read in full as
follows:

12.4 Exclusive Obligations and Release. The obligations of the
Partnership set forth in Section 12.1, Section 12.2, and Section 12.3 shall
constitute the entire obligation owed by the Partnership to a Withdrawing
Partner, and the Withdrawing Partner shall have no other rights, claims, or
interests against or with respect to the Partnership or the remaining
Partners in connection with a Withdrawal. Except with respect to such
obligations of the Partnership, and except as the Partners and/or the
Partnership have otherwise mutually agreed in writing, the Withdrawing
Partner, and each of such Withdrawing Partner's heirs, successors, assigns,
personal representatives, executors, and attorneys (collectively, the
"RELEASORS"), HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE the Partnership
and the remaining Partners, and their respective officers, directors,
agents, employees, heirs, successors, assigns, personal representatives,
executors, attorneys, and accountants (collectively, the "RELEASES"), from
all Expenses or any other relief, and from all obligations, promises,
judgments, contracts or executions of any nature, whether or not now known,
accrued or unaccrued, in law or in equity, claims arising under tort,
contract or statute that any of the Releasors has or may ever have had
against the Releasees arising out of, relating to, or touching upon the
Partnership, this Agreement or any agreement executed in connection
herewith or with the Partnership, including without limitation (i) any
claim relating to any breach of fiduciary duty by any Releasee, (ii) any
claim relating to any contravention or failure to comply with this
Agreement by any Releasee, or (iii) any other claim, liability, or
obligation arising out of, relating to, or touching upon the Partnership,
this Agreement or any agreements executed in connection herewith. IT IS THE
EXPRESS INTENTION OF THE RELEASORS TO GIVE THE FOREGOING RELEASE
NOTWITHSTANDING THE ORDINARY, STRICT, SOLE OR CONTRIBUTORY NEGLIGENCE OF
ANY RELEASEE.

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<PAGE>

22. Sections 14.8.1 and 14.8.2 of the Amended Articles are hereby amended
and restated to read in their entirety as follows:

"14.8.1 Except as provided in Section 14.8.2(a) with respect to
Additional Sprint Opportunities, it is expressly understood that each
Partner is entitled to invest its personal assets for its own account and
is entitled to conduct its personal affairs and investments without regard
to whether they constitute a Partnership "opportunity."

14.8.2. (a) Except as provided in Section 14.8.2(b) and as to
Additional Sprint Opportunities as provided below in this Section
14.8.2(a), a Partner may engage in or possess an interest in any other
business or venture of any nature and description, independently or with
others, including ones in competition with the Partnership, with no
obligation to offer the Partnership or any other Partner the right to
participate. With respect to any Additional Sprint Opportunity, each
Partner agrees, and shall cause its Affiliates, to make prompt and complete
disclosure thereof to the Partnership (subject to the Partnership agreeing
to such confidentiality and non-disclosure covenants as may be appropriate
under the circumstances) and to permit the Partnership to participate
therein (on terms satisfactory to the applicable Sprint entity). The
Partnership shall be entitled to participate in any such Additional Sprint
Opportunity (on terms satisfactory to the applicable Sprint entity) unless,
after its receipt of the required disclosure and such additional
information relating thereto as it shall reasonably request, it advises the
disclosing Partner or its Affiliate(s), as the case may be, in writing that
it is unable or unwilling to participate or it fails to respond within such
time period as is reasonable under the circumstances. Neither the
Partnership nor its Partners shall have by virtue of this Agreement any
right in any independent venture of a Partner or any of its Affiliates or
the income or profits therefrom other than an Additional Sprint Opportunity
for which a Partner has breached its obligations under this Section
14.8.2(a).

(b) Each Partner agrees it shall not, and agrees that it shall cause
its Affiliates not to, possess an ownership, revenue sharing or similar
participating interest greater than 1% in, engage in or provide managerial
or marketing services to any other Wireless Communications business or
venture that competes with (A) the Partnership in the geographical areas of
the following BTAs for which the Partnership is operating or intends to
operate the System: Lafayette, Baton Rouge, and Hammond, Louisiana, and
Biloxi/Gulfport, Mississippi, or (B) the cellular communications business
owned by Unwired in the Lake Charles, Louisiana, metropolitan statistical
area (as such geographic area existed as of July 26, 1995) until the
earliest of (o) the date that Unwired is no longer an affiliate of Sprint
PCS for such geographic area, (p) the date of a Change of Control of Sprint
PCS and the consent of Sprint PCS or its successor to the competition
otherwise prohibited hereby, or (q) the date of a Change of Control of
Unwired. For purposes of this Section 14.8.2(b), "Wireless Communications"
shall mean symmetrical two-way voice and data wireless communications,
including without limitation, broadband personal communications services,
cellular communications services and enhanced mobile radio communications
services. Wireless Communications shall not include Local Multipoint
Distribution Systems. Each Partner shall be responsible for assuring
compliance by its Affiliates with the restrictions on competition of this
Section 14.8.2(b). The restrictions on competition by the Partners and
their respective

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<PAGE>

Affiliates pursuant to this Section 14.8.2(b) shall (y) not apply to any
non-Wireless Communications businesses or ventures of a Partner or any
Affiliate thereof, and (z) shall be applicable to each Partner while such
Partner continues as a Partner of the Partnership and for a two (2) year
period thereafter. Notwithstanding the foregoing provisions of this Section
14.8.2(b), should any Partner or any Affiliate thereof merge with or be
merged into, consolidate with, exchange shares with, purchase or otherwise
acquire from or be purchased or otherwise acquired by another entity and,
as a consequence thereof, the restrictions of this Section 14.8.2(b) are
violated, the Partner, Affiliate, surviving entity or purchasing entity, as
the case may be, shall have twelve (12) months after the consummation of
such transaction within which to dispose of the Wireless Communications
business or venture that is causing such violation and shall not be deemed
to have violated the restrictions of this Section 14.8.2(b) unless it has
failed to complete such disposal within such twelve (12) month period. In
addition, it is understood and agreed that the customers of the Partnership
and all information obtained by the Partnership relating to such customers,
including without limitation their names, account numbers, telephone
numbers, addresses, and all customer proprietary network information and
subscriber list information, as such terms are defined in Section 222(f) of
the Communications Act of 1934, as amended (47 USC (S) 222(f)), regarding
such customers, are owned exclusively by the Partnership and, except for
such information relating to such customers which is otherwise publicly
available, no disclosure or use shall be made thereof by any Partner or any
Affiliate of any Partner for any purposes other than on behalf of and for
the benefit of the Partnership without the express prior consent of the
General Partner."

(c) Each Partner agrees that the remedy at law for any breach by it or
its Affiliates of Section 14.8.2(a) or (b) will be inadequate and that the
Partnership shall be entitled to injunctive relief.

23. Section 15.2 of the Amended Articles is hereby amended to delete the
reference to "85%" therein to substitute the following in lieu thereof: "90%
with respect to Sections 15.2.1, 15.2.3 and 15.2.5, and 66-2/3% with respect to
Sections 15.2.2 and 15.2.4.

24. Section 16.1 of the Amended Articles is hereby amended to change the
reference to "85%" therein to "66-2/3%".

25. Section 16.4 of the Amended Articles is hereby amended to change the
reference to "First National Bank of Commerce" therein to "Bank One, N.A.".

26. Section 16.5 of the Amended Articles is hereby amended to delete the
word "Mercury" therefrom.

27. Section 18.1.2 of the Amended Articles is hereby amended to change the
reference to "85%" therein to "66-2/3%".

28. Section 21.4 of the Amended Articles is hereby amended and restated to
read in its entirety as follows:

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<PAGE>

21.4 Notices. All notices, requests, demands, claims, and other
communications pertaining to these Amended Articles ("NOTICES") must be in
writing, must be sent to the addressee at the address set forth in this
Section, or at such other address as the addressee has designated by a
Notice given in the manner set forth in this Section, and must be sent by
telegram, telex, facsimile, electronic mail, courier, or prepaid, certified
U.S. mail. Notices will be deemed given when received, if sent by telegram,
telex, electronic mail or facsimile, and if received between the hours of
8:00 a.m. and 5:00 p.m., local time of the destination address, on a
Business Day (with confirmation of completed transmission sufficing as
prima facie evidence of receipt of a notice sent by telex, telecopy,
electronic mail, or facsimile), and when delivered and receipted for (or
when attempted delivery is refused at the address where sent) if sent by
courier or by certified U.S. mail. Notices sent by telegram, telex,
electronic mail, or facsimile and received between 12:01 a.m. and 7:59
a.m., local time of the destination address, on a business day will be
deemed given at 8:00 a.m. on that same day. Notices sent by telegram,
telex, electronic mail, or facsimile and received at a time other than
between the hours of 12:01 a.m. and 5:00 p.m., local time of the
destination address, on a business day will be deemed given at 8:00 a.m. on
the next following Business Day after the day of receipt. The addresses for
Notice are as follows:

If to EATEL: EATELCORP., Inc.
913 South Burnside Ave
Gonzales, Louisiana 70737
Telephone No.: (225) 621-4231
Facsimile No.: (225) 644-8566
Attention: John Scanlan, Executive President

If to Unwired: US Unwired, Inc.
Suite 1900
One Lakeshore Drive
Lake Charles, Louisiana 70629
Telephone No.: (318) 436-9000
Facsimile No.: (318) 497-3479
Attention: Thomas G. Henning

If to Fort Bend: Fort Bend Telephone Company
1260 Pin Oak Road
Katy, Texas 77493
Telephone No.: (281) 396-5796
Facsimile No.: (281) 396-5524

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<PAGE>

Attention: George V. Head

If to XIT: XIT Leasing, Inc.
314 W. Texas Street
Brazoria, Texas 77422
Telephone: (409)798-2121
Facsimile No.: (409)798-3005
Attention: Gilbert Rasco

If to the General Partner: To each of EATEL, Unwired and Fort Bend
at the addresses, and to the attention of
the persons, set forth in this Section 21.4

29. Section 21.10 is added to the Amended Articles to read in full as
follows:

"21.10 Dispute Resolution Procedures.

21.10.1 Agreement to Use Procedure. The Partners have entered into
these Amended Articles in good faith and in the belief that it
is mutually advantageous to them. It is with that same spirit
of cooperation that they pledge to attempt to resolve any
dispute amicably without the necessity of litigation.
Accordingly, if a dispute arises between them relating to
these Amended Articles (a "DISPUTE"), they will first utilize
the procedures specified in this Section 21.10 (the
"PROCEDURE") prior to the commencement of any legal action;
provided, however, that the use of this Procedure shall not be
required prior to seeking and obtaining either a temporary
restraining order or preliminary injunction pursuant to
Section 11.12.3 or Section 14.8.2(c) of these Amended Articles
(but shall be required prior to seeking and obtaining a
permanent injunction pursuant to Section 11.12.3 or Section
14.8.2(c) so long as any temporary restraining order or
preliminary injunction remains in effect).

21.10.2 Initiation of Procedure. The Partner(s) seeking to initiate
the Procedure (the "INITIATING PARTY") shall give written notice to the
other Partner(s) setting forth a general description of the nature of the
Dispute, the Initiating Party's claim for relief, and the identity of one
or more individuals with authority to settle the Dispute on behalf of the
Initiating Party. The Partner(s) receiving such notice (the "RESPONDING
PARTY") shall have five business days within which to designate by written
notice to the Initiating Party one or more individuals with authority to
settle the Dispute on behalf of the Responding Party. The individuals so
designated by the Initiating Party and the Responding Party shall be known
as the "AUTHORIZED INDIVIDUALS."

21.10.3 Direct Negotiations. The Authorized Individuals shall be
entitled to make such investigation of the Dispute as they deem
appropriate, but agree to promptly, and in no event later than thirty (30)
days from the date of the Initiating Party's written notice, meet to
discuss in good faith a resolution of the Dispute. The Authorized
Individuals shall meet at

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<PAGE>

such times and places and with such frequency as they may agree. If the
Dispute has not been resolved within thirty (30) days from the date of
their initial meeting, the Initiating Party and the Responding Party shall
cease direct negotiations and shall submit the Dispute to mediation in
accordance with the following provisions of this Section 21.10.

21.10.4 Selection of Mediator. After direct negotiations have ceased,
the Authorized Individuals shall work together in good faith to select one
qualified attorney-mediator not afliated with any of the Partners. If the
Authorized Individuals are not able to agree on a mediator within five (5)
business days from the date they cease direct negotiations, the Initiating
Party and the Responding Party each shall select a mediator (collectively,
the "PRELIMINARY MEDIATORS"). The Preliminary Mediators shall in turn
select another mediator to alone preside over the mediation of the Dispute.

21.10.5 Time and Place for Mediation. In consultation with the
mediator selected, the Initiating Party and the Responding Party shall
promptly designate a mutually convenient time and place for the mediation,
and unless circumstances require otherwise, such time to be not later than
forty-five (45) days after selection of the mediator.

21.10.6 Exchange of Information. In the event any Partner which is a
party to the mediation has substantial need for information in the
possession of another Partner which is a party to the mediation in order to
prepare for the mediation, all such Partners shall attempt in good faith to
agree on procedures for the expeditious exchange of such information. If no
agreement is reached in this regard, the mediator shall decide on the
appropriate procedures.

21.10.7 Summary of Views. At least seven (7) days prior to the first
scheduled session of the mediation, each Partner which is a party to the
mediation shall deliver to the mediator and to the other Partner(s) which
is a party to the mediation a concise written summary of the facts
concerning the matter in Dispute, and such other matters required by the
mediator. The mediator may also request, as the mediator determines is
appropriate, that a confidential issue paper be submitted by each such
Partner to the mediator.

21.10.8 Partners to be Represented. In the mediation, each Partner
which is a party to the mediation shall be represented by an Authorized
Individual and may be represented by counsel. In addition, each such
Partner may, with permission of the mediator, bring such additional persons
as needed to respond to questions, contribute information and participate
in negotiations.

21.10.9 Conduct of Mediation. The mediator shall determine the format
for the meetings, designed to assure that both the mediator and the
Authorized Individuals have an opportunity to hear an oral presentation of
each Partner's views on the matter in dispute, and that the Authorized
Individuals attempt to negotiate a resolution of the matter in dispute,
with or without the assistance of counsel or others, but with the
assistance of the mediator. To this end, the mediator is authorized to
conduct both joint meetings and separate private caucuses with such
Partners. The mediation session shall be private, and all information and
statements shall remain confidential. The mediator will keep confidential
all information learned in is private caucus with any Partner unless
specifically authorized by such Partner to make

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<PAGE>

disclosure of the information to the other Partner. The Partners shall keep
confidential all, and shall not use for any other purpose any, information
and statements obtained or made in the course of the mediation process. The
Partners hereby agree to sign a document agreeing that the mediator shall
be governed by the provisions of Chapter 154 of the Texas Remedies and
Practice Code or comparable Louisiana statute, and such other rules as the
mediator shall prescribe. The Partners which are parties to the mediation
commit to participate in the proceedings in good faith with the intention
of resolving the Dispute if at all possible.

21.10.10 Termination of Procedure. The Initiating Party and the
Responding Party agree to participate in the mediation procedure to its
conclusion. The mediation shall be terminated (i) by the execution of a
settlement agreement by the Initiating Party and the Responding Party, (ii)
by a declaration of the mediator that the mediation is terminated, or (iii)
by a written declaration of a Partner to the effect that the mediation
process is terminated at the conclusion of one full day's mediation
session. Even if the mediation is terminated without a resolution of the
Dispute, the Initiating Party and the Responding Party agree not to
terminate negotiations and not to commence any legal action or seek other
remedies prior to the expiration of five (5) days following the mediation.
Notwithstanding the foregoing, any Partner may commence litigation within
such five (5) day period if litigation could be barred by an applicable
statute of limitations or in order to request an injunction to prevent
irreparable harm.

21.10.11 Fees of Mediator: Disqualification. The fees and expenses of
the mediator shall be shared equally by the Initiating Party and the
Responding Party. The mediator shall be disqualified as a witness,
consultant, expert or counsel for any Partner with respect to the Dispute
and any related matters.

21.10.12 Confidentiality. Mediation is a compromise negotiation for
purposes of the Federal and State Rules of Evidence and constitutes
privileged communication under Texas and Louisiana law. The entire
mediation process is confidential, and no stenographic, visual or audio
record shall be made. All conduct, statements, promises, offers, views and
opinions, whether oral or written, made in the course of the mediation by
any Partner, its agents, employees, representatives or other invitees and
by the mediator are confidential and shall, in addition and where
appropriate, be deemed to be privileged. Such conduct, statements,
promises, offers, views and opinions shall not be discoverable or
admissible for any purposes, including impeachment, in any litigation or
other proceeding involving the Partners, and shall not be disclosed to
anyone not an agent, employee, expert, witness, or representative of any of
the Partners; provided, however, that evidence otherwise discoverable or
admissible is not excluded from discovery or admission as a result of its
use in the mediation."

30. As amended by this Fourth Amendment, the Amended Articles shall remain
in full force and effect by and among the General Partner and the Limited
Partners.

31. Capitalized terms used herein shall have the meanings ascribed to them
in the Amended Articles unless otherwise expressly defined herein.

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<PAGE>

32. This Fourth Amendment may be executed in several counterparts and all
so executed shall constitute one Fourth Amendment, binding on all of the
Partners hereto, notwithstanding that all of the Partners are not signatory to
the original or the same counterpart.

WHEREFORE, the General Partner and the Limited Partners have executed this
Fourth Amendment to be effective as of the date first set forth above.

GENERAL PARTNER:

WIRELESS MANAGEMENT CORPORATION

By:_____________________________

Name:____________________

Title:___________________

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<PAGE>

LIMITED PARTNERS:

EATELCORP, INC.

By:_____________________________

Name:____________________

Title:___________________

US UNWIRED, INC.

By:_____________________________

Name:____________________

Title:___________________

FORT BEND TELEPHONE COMPANY

By:_____________________________

Name:____________________

Title:___________________

MERETEL WIRELESS, INC., appearing herein
to confirm its complete withdrawal from
the Partnership

By:_____________________________

Name:____________________

Title:___________________

XIT LEASING, INC.

By:_____________________________

Name:____________________

Title:___________________

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<PAGE>

Exhibit H

NONCOMPETITION AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT dated October , 1999, ("Agreement") by and between Texas
Unwired ("Newco") on the one hand, and Wireless Management Corporation
("Wireless"), Meretel Communications Limited Partnership ("Meretel") and
EATELCORP, Inc. ("EATEL") on the other hand. Wireless, Meretel and EATEL are
collectively referred to herein as the "Meretel Parties."

RECITALS
Newco is a partnership owned by US Unwired Inc. ("Unwired"), Fort Bend
Telephone Company ("Fort Bend") and XIT Leasing, Inc. ("XIT");

Pursuant to that certain Agreement entitled "Omnibus Agreement" concerning
the relationship between the partners in Meretel, it is a condition to the
closing of such Omnibus Agreement that the parties hereto enter into this
Agreement;

NOW THEREFORE, as an inducement for Meretel to distribute to US Unwired,
Inc., Fort Bend Telephone Company and XIT Leasing, Inc., or affiliates thereof
(the "Newco Partners") the customers of Meretel (the "Customers") in the
Beaumont and Lufkin, Texas Basic Trading Areas (the "BTAs") and other assets of
Meretel in the BTA's as identified in that certain Distribution Agreement
between Meretel and the Newco Partners of even date herewith, and for the Newco
Partners to contribute such Customers and assets to Newco, all as provided for
in the Omnibus Agreement, and for other valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall,
unless expressly provided otherwise and whether or not capitalized, have the
meanings specified in this Section 1. Such terms shall be deemed to refer to the
singular, plural, masculine, feminine or neuter, as the context requires.

1.1 "Agreement" means this Agreement, as originally executed on the
date hereof and as the same may be amended, modified and supplemented from time
to time.

1.2 "Affiliate" of a Person means (i) any officer, partner, director or
<PAGE>

controlling shareholder of such Person; (ii) any Person controlling, controlled
by or under common control with any Person described in (i) above; (iii) any
officer, director, trustee or general partner of any Person described in (ii)
above; and (iv) any Person who is a member, other than as a limited partner,
with any Person described in (i) and (ii) above in a relationship of a joint
venture, general partnership or similar form of unincorporated business
association. For purposes of this definition, the term "control" shall also mean
the control or ownership of 10% or more of the beneficial interest in the Person
referred to.

1.3 "Business" means that of (i) developing, constructing, owning
and/or leasing, operating and managing the personal communication system (the
"System") in the BTAs. and (ii) the sale of personal communications services in
the BTAs.

1.4 "Control" (or the verb form "Controlled"). A Person shall be
deemed to control another Person when such controlling Person has the power,
directly or indirectly, to cause the direction of the management or policies of
such other Person, whether through the ownership of voting securities, by
contract, agency or otherwise.

1.5 "Person" means any general partnership, limited partnership,
corporation, joint venture, trust, business trust, governmental agency,
cooperative, association, individual or other entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person as
the context may require.

2. Nondisclosure. Meretel has delivered, or is delivering concurrently
herewith, to the Newco Partners for delivery to Newco, all information in its
possession relating to the Customers, including without limitation their names,
account numbers and addresses, and all customer proprietary network information
and subscriber list information, as such terms are defined in Section 222(f) of
the Communications Act of 1934, as amended (47 USC (S) 222(f)), regarding such
Customers (the "Information"). Except as set forth in paragraph 5 hereof, and
except for such Information that is or becomes other than in breach of this
Agreement otherwise publicly available, each of the Meretel Parties agrees that
it will not, without first obtaining Newco's written consent, disclose to any
other person, firm or enterprise, or use for its benefit, any of such
Information.

3. Noncompete.

3.1 Each of the Meretel Parties hereby agrees that, except as set
forth

2
<PAGE>

in paragraph 5 hereof, it will not possess an ownership, revenue sharing or
similar participating interest greater than 1% in, engage in or provide
managerial or marketing services to any other Wireless Communications business
or venture that competes with Newco in the geographical areas of the BTAs. For
purposes of this paragraph, "Wireless Communications" shall mean symmetrical
two-way voice and data wireless communications, including without limitation,
broadband personal communications services, cellular communications services and
enhanced mobile radio communications services. Wireless Communications shall not
include Local Multipoint Distribution Systems. Each Meretel Party shall be
responsible for assuring compliance by its Affiliates with the restrictions on
competition of this paragraph.

3.2 The restrictions on competition pursuant to this Section shall not
apply to (a) any non-Wireless Communications businesses or ventures of a Meretel
Party or any Affiliate thereof, and (b) EATEL or any Affiliate thereof after the
second anniversary of the date of this Agreement.

3.3 Notwithstanding the foregoing provisions of this Section, should
any Meretel Party or any Affiliate thereof merge with or be merged into,
consolidate with, exchange shares with, purchase or otherwise acquire from or be
purchased or otherwise acquired by another entity and, as a consequence thereof,
the restrictions of this Section are violated, the Meretel Party, Affiliate,
surviving entity or purchasing entity, as the case may be, shall have twelve
(12) months after the consummation of such transaction within which to dispose
of the Wireless Communications business or venture that is causing such
violation and shall not be deemed to have violated the restrictions of this
Section unless it has failed to complete such disposal within such twelve (12)
month period.

4. Injunctive Relief. Each of the Meretel Parties agrees that a remedy at
law for any breach by it of this Agreement will be inadequate and that Newco
shall be entitled to injunctive relief.

5. Permissible Activity. Nothing contained in this Agreement shall limit
the right of EATEL of any Affiliate of EATEL as permitted by Sprint PCS to be a
"Related Bundler" in the BTAs as such term is defined by Sprint PCS.

6. Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the Parties, their respective heirs, personal representatives,
successors and assigns.

3
<PAGE>

7. Severability and Other Restrictions. It is the intention of the Parties
that activities be restricted only to the extent necessary for the protection of
legitimate business interests of Newco. Thus, the provisions of this Agreement
shall, to the fullest extent permissible under the law and public policy, be
enforced by the courts of each state and jurisdiction in which enforcement is
sought, and the unenforceability (or the modification necessary to conform the
covenants contained herein with such law and public policy) of any part hereof
shall not be deemed to render unenforceable any other part hereof. Accordingly,
if any part of this Agreement shall be adjudicated to be invalid or
unenforceable, whether in its entirety or as modified as to duration, territory,
or otherwise, then such part shall be deemed deleted or amended, as the case may
be, in order to render the remainder hereof valid and enforceable. The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof. This Agreement shall not supersede
or be in lieu of any other agreement restricting activities referenced herein
but shall be in addition to any such other restrictions.

8. Acknowledgment. rent. Each of the Meretel Parties hereby acknowledges
and recognizes the following:

(a) This Agreement is necessary for the protection of the legitimate
business interests of Newco;

(b) The scope of this Agreement in time, geography and types and
limitations of activities restricted is reasonable; and

(c) It does not have any intention of competing with Newco in a manner
and within the area and the time limits set forth herein.

9. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Louisiana without regard to
its conflicts of laws provisions.

10. No Waiver or Modification. No waiver or modification of this Agreement
shall be valid unless in writing and duly authorized and signed by the party to
be charged with such waiver or modification.

11. Dispute Resolution Procedures.

4
<PAGE>

(a) Agreement to Use Procedure. The parties have entered into this
Agreement in good faith and in the belief that it is mutually advantageous to
them. It is with that same spirit of cooperation that they pledge to attempt to
resolve any dispute amicably without the necessity of litigation. Accordingly,
if a dispute arises between them relating to this Agreement (a "Dispute"), they
will first utilize the procedures specified in this Section 11 (the "Procedure")
prior to the commencement of any legal action; provided, however, that the use
of this Procedure shall not be required prior to seeking and obtaining either a
temporary restraining order or preliminary injunction pursuant to Section 4 of
this Agreement (but shall be required prior to seeking and obtaining a permanent
injunction pursuant to Section 4 so long as any temporary restraining order or
preliminary injunction remains in effect).

(b) Initiation of Procedure. The party seeking to initiate the
Procedure (the "Initiating Party") shall give written notice to the other party
setting forth a general description of the nature of the Dispute, the Initiating
Party's claim for relief, and the identity of one or more individuals with
authority to settle the Dispute on behalf of the Initiating Party. The party
receiving such notice (the "Responding Party") shall have five business days
within which to designate by written notice to the Initiating Party one or more
individuals with authority to settle the Dispute on behalf of the Responding
Party. The individuals so designated by the Initiating Party and the Responding
Party shall be known as the "Authorized Individuals."

5
<PAGE>

(h) Parties to be Represented. In the mediation, each party shall be
represented by an Authorized Individual and may be represented by counsel. In
addition, each party may, with permission of the mediator, bring such additional
persons as needed to respond to questions, contribute information and
participate in the negotiations.

(i) Conduct of Mediation: The mediator shall determine the format for
the meetings, designed to assure that both the mediator and the Authorized
Individuals have an opportunity to hear an oral presentation of each party's
views on the matter in dispute, and that the authorized parties attempt to
negotiate a resolution of the matter in dispute, with or without the assistance
of counsel or others, but with the assistance of the mediator. To this end, the
mediator is authorized to conduct both joint meetings and separate private
caucuses with the parties. The mediation session shall be private, and all
information and statements shall remain confidential. The mediator will keep
confidential all information learned in private caucus with any party unless
specifically authorized by such party to make disclosure of the information to
the other party. The parties shall keep confidential, and shall not use for any
other purpose, all information and statements obtained or made in the course of
the mediation process.

6
<PAGE>

The parties hereby agree to sign a document agreeing that the mediator shall be
governed by such rules as the mediator shall prescribe. The parties commit to
participate in the proceedings in good faith with the intention of resolving the
Dispute if at all possible.

(1) Confidentiality. Mediation is a compromise negotiation for
purposes of the Federal and State Rules of Evidence and constitutes privileged
communication under Texas and Louisiana law. The entire mediation process is
confidential, and no stenographic, visual or audio record shall be made. All
conduct, statements, promises, offers, views and opinions, whether oral or
written, made in the course of the mediation by any party, their agents,
employees, representatives or other invitees and by the mediator are
confidential and shall, in addition and where appropriate, be deemed to be
privileged. Such conduct, statements, promises, offers, views and opinions shall
not be discoverable or admissible for any purposes, including impeachment, in
any litigation or other proceeding involving the parties, and shall not be
disclosed to anyone not an agent, employee, expert, witness, or representative
of any of the parties; provided, however, that evidence otherwise discoverable
or admissible is not excluded from discovery or admission as a result of its use
in the mediation.

12. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this

7
<PAGE>

Agreement.
EATELCORP, INC.

By:_____________________________

Newco
By: U.S. Unwired, Inc., a General Partner

By:_____________________________

Wireless Management Corporation

By:_____________________________

Meretel Communications Limited Partnership
By: Wireless Management Corporation, its
General Partner

By:_____________________________

8
<PAGE>

Exhibit I
Omnibus provisions:

"Unwired is hereby provided notice that Meretel no longer requires Unwired's
services as described in the timelines below:

As of November 1, 1999, Management, Accounting and Finance, Marketing and all
other miscellaneous management services are no longer required from Unwired. It
is Meretel's intent to use September and October as transition periods,
culminating in Meretel publishing October financials. Meretel agrees to continue
to pay Unwired $100,000. per month for September and October. Should management
services be requested from Unwired for time periods subsequent to 11-1-99, the
parties will negotiate applicable rates.

Meretel intends that, no later than December 1, 1999, that the transition of all
customer care services from Unwired be completed. Customer care services will
continue to be billed at the current rate of 52.15 per subscriber for September,
October and November for all subscribers. Should Meretel elect to continue
utilization of Unwired customer Care services for an additional 60 days (i.e.
until 01-31-00), the rate will increase to $3.00 per subscriber for all
subscribers. Although Customer care services are rendered, no additional
management fees are applicable during the period 11-1-99 to 01-31-00. Should
Customer care services be requested from Unwired for time periods subsequent to
01-31-00, the parties will negotiate applicable rates. Billing requirements and
applicable rates will be mutually determined subsequent to the Omnibus
Agreement, but no later than Septemberl 7, 1999.

Should Meretel require additional time to satisfactorily complete the transition
of customer care and billing, Unwired will continue to provide such services
until January 31, 2000 at the rate set forth above. Unwired will be informed, in
writing, no later than November 1, 1999 should the additional 60 days be
required.

The dates referenced are subject to Sprint PCS requirements that a) are not yet
known, and b) may be imposed on Meretel."

<PAGE>

Exhibit 10.17

DRAFT NO. 2

================================================================================

SECURITIES PURCHASE AGREEMENT

by and among

US UNWIRED INC.

and

TCW LEVERAGED INCOME TRUST, L.P.,
TCW LEVERAGED INCOME TRUST II, L.P.,
TCW SHARED OPPORTUNITY FUND III, L.P.,
TCW SHARED OPPORTUNITY FUND IIB, LLC,
TCW SHARED OPPORTUNITY FUND II, L.P.,
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.,
TCW/CRESCENT MEZZANINE TRUST II, and
BROWN UNIVERSITY THIRD CENTURY FUND

____________________________________

Dated February 15, 2000

____________________________________

================================================================================
<PAGE>

Table of Contents

<TABLE>
<S> <C>
Article 1 DEFINITIONS.............................................................................. 1
1.1 Definitions........................................................................ 1
1.2 Accounting Terms................................................................... 11

Article 2 PURCHASE AND SALE OF PREFERRED STOCK..................................................... 12
2.1 Purchase and Sale of Preferred Stock............................................... 12
2.2 Charter Amendment.................................................................. 12

Article 3 CONDITIONS TO THE OBLIGATION OF THE PURCHASER TO CLOSE................................... 12
3.1 Representations and Warranties True................................................ 12
3.2 Compliance with this Agreement..................................................... 12
3.3 Officer's Certificate.............................................................. 13
3.4 Secretary's Certificate............................................................ 13
3.5 Documents.......................................................................... 13
3.6 Purchase Permitted by Applicable Laws; Legal Investment............................ 13
3.7 Filing of Charter Amendment and other Amendments................................... 13
3.8 Opinion of Counsel................................................................. 13
3.9 Approval of Counsel to the Purchaser............................................... 13
3.10 Consents and Approvals............................................................. 13
3.11 No Material Adverse Change......................................................... 14
3.12 Due Diligence...................................................................... 14
3.13 Conduct of Business................................................................ 14
3.14 Registration Rights Agreement...................................................... 14
3.15 Shareholders Agreement............................................................. 14
3.16 Charter and By-Laws of the Company................................................. 14
3.17 No Litigation...................................................................... 14
3.18 No Default or Breach............................................................... 14
3.19 HSR Act............................................................................ 15
3.20 Sprint PCS Agreement............................................................... 15

Article 4 CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE..................................... 15
4.1 Representations and Warranties True................................................ 15
4.2 Compliance with this Agreement..................................................... 15
4.3 Issuance Permitted by Applicable Laws.............................................. 15
4.4 Approval of Counsel to the Company................................................. 15
4.5 Consents and Approvals............................................................. 16
4.6 HSR Act............................................................................ 16

Article 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................................ 16
5.1 Corporate Existence and Power...................................................... 16
5.2 Corporate Authorization; No Contravention.......................................... 16
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page #
------
<S> <C>
5.3 Governmental Authorization; Third Party Consents................................... 17
5.4 Binding Effect..................................................................... 17
5.5 No Legal Bar....................................................................... 17
5.6 Litigation......................................................................... 18
5.7 No Default or Breach............................................................... 18
5.8 Title to Properties; Leases........................................................ 18
5.9 Taxes.............................................................................. 19
5.10 Financial Condition................................................................ 19
5.11 No Material Adverse Change......................................................... 20
5.12 Offering Documents................................................................. 20
5.13 Environmental Matters.............................................................. 20
5.14 Investment Company................................................................. 21
5.15 Affiliates and Subsidiaries........................................................ 21
5.16 Capitalization..................................................................... 21
5.17 Solvency........................................................................... 21
5.18 Private Offering................................................................... 21
5.19 Broker's, Finder's or Similar Fees................................................. 22
5.20 Full Disclosure.................................................................... 22
5.21 No Undisclosed Financial Liabilities............................................... 22
5.22 Material Contracts................................................................. 22
5.23 Internal Controls.................................................................. 22
5.24 ERISA.............................................................................. 23
5.25 Labor Relations.................................................................... 23
5.26 Personal Property.................................................................. 23
5.27 Intellectual Property.............................................................. 23
5.28 FCC Matters; Operation and Condition of the Systems................................ 24

Article 6 REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER............................ 25
6.1 Existence and Power................................................................ 25
6.2 Authorization; No Contravention.................................................... 25
6.3 Binding Effect..................................................................... 26
6.4 No Legal Bar....................................................................... 26
6.5 Purchase for Own Account........................................................... 26
6.6 Broker's, Finder's or Similar Fees................................................. 27

Article 7 INDEMNIFICATION.......................................................................... 27
7.1 Indemnification by the Company..................................................... 27
7.2 Notification....................................................................... 28
7.3 Registration Rights Agreement...................................................... 28

Article 8 AFFIRMATIVE COVENANTS.................................................................... 29
8.1 Financial Statements............................................................... 29
8.2 Certificates; Other Information.................................................... 30
8.3 Preservation of Corporate Existence................................................ 30
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page #
------
<S> <C>
8.4 Payment of Obligations............................................................ 30
8.5 Compliance with Laws.............................................................. 31
8.6 Notices........................................................................... 31
8.7 Reservation of Shares............................................................. 31
8.8 Inspection........................................................................ 31
8.9 Registration and Listing.......................................................... 32
8.10 Sprint PCS Agreement.............................................................. 32

Article 9 NEGATIVE COVENANTS...................................................................... 32
9.1 Consolidations and Mergers........................................................ 32
9.2 Transactions with Affiliates...................................................... 33
9.3 No Inconsistent Agreements........................................................ 33
9.4 LEC Unwired....................................................................... 34

Article 10 DISPOSITIONS............................................................................ 34
10.1 Dispositions by the Purchaser..................................................... 34
10.2 Equity Put Option................................................................. 35

Article 11 MISCELLANEOUS........................................................................... 37
11.1 Survival of Provisions............................................................ 37
11.2 Notices........................................................................... 37
11.3 Successors and Assigns............................................................ 38
11.4 Amendment and Waiver.............................................................. 38
11.5 Counterparts...................................................................... 39
11.6 Headings.......................................................................... 39
11.7 Determinations.................................................................... 39
11.8 Governing Law..................................................................... 39
11.9 Severability...................................................................... 39
11.10 Rules of Construction............................................................. 39
11.11 Remedies.......................................................................... 39
11.12 Entire Agreement.................................................................. 40
11.13 Attorneys' Fees................................................................... 40
11.14 Publicity......................................................................... 40
11.15 Expenses.......................................................................... 40
</TABLE>

SCHEDULES
Schedule 2.1 Purchase Price and Ownership Allocation

iii
<PAGE>

Page #
------

EXHIBITS

Exhibit A Form of Charter Amendment
Exhibit B Form of Registration Rights Agreement
Exhibit C Form of Warrant
Exhibit D Form of Shareholders Agreement
Exhibit E Form of Opinion of Counsel

iv
<PAGE>

SECURITIES PURCHASE AGREEMENT, dated February 15, 2000, by and among
US Unwired Inc., a Louisiana corporation (the "Company"), and TCW Leveraged
-------
Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Shared Opportunity
Fund III, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity
Fund II, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine
Trust II, each of which is a Delaware entity, and Brown University Third Century
Fund (collectively the "Purchaser").
---------

The Company proposes that the Company issue to the Purchaser and that
the Purchaser purchase, up to 50,000 shares of the Company's Senior Redeemable
Convertible Preferred Stock, Series B, no par value (the "Preferred Shares"),
----------------
upon the terms and subject to the conditions set forth in this Agreement.

In consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:

Article 1

DEFINITIONS
-----------

1.1 Definitions. As used in this Agreement, and unless the context
-----------
requires a different meaning, the following terms have the meanings indicated:

"1997 Audited Financials" has the meaning assigned to that term
-----------------------
in Section 5.10.

"1998 Audited Financials" has the meaning assigned to that term
-----------------------
in Section 5.10.

"1999 Interim Financials" has the meaning assigned to that term
-----------------------
in Section 5.10.

"Affiliate" has the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act; provided that the
--------
Purchaser shall not be deemed to be an "Affiliate" of the Company.

"Agreement" means this Agreement as the same may be amended,
---------
supplemented or modified in accordance with the terms hereof.

"Assets" has the meaning assigned to that term in Section 5.8(a).
------

"Business Day" means any day other than a Saturday, Sunday or
------------
other day on which commercial banks in the City of New York, New York are
authorized or required by law or executive order to close.
<PAGE>

"Business Plan" has the meaning assigned to that term in Section
-------------
5.26.

"Charter Amendment" means the Amendment to Articles of
-----------------
Incorporation of the Company (the form of which is attached hereto as Exhibit A)
---------
to be adopted by the Board of Directors and shareholders of the Company and
filed with the Secretary of State of the State of Louisiana.

"Class A Common Stock" means the Class A common stock, par value
--------------------
$.01 per share of the Company.

"Class B Common Stock" means the Class B common stock, par value
--------------------
$.01 per share, of the Company.

"Closing" has the meaning assigned to that term in Section 2.3.
-------

"Closing Date" means the date specified in Section 2.3.
------------

"Code" means the Internal Revenue Code of 1986, as amended.
----

"Commission" means the Securities and Exchange Commission or any
----------
similar agency then having jurisdiction to enforce the Securities Act.

"Commission Documents" means all registration statements, proxy
--------------------
statements, reports and other documents (and all amendments thereto), required
to be filed by the Company under the Securities Act or the Exchange Act.

"Common Stock" means the Class A Common Stock, the Class B Common
------------
Stock and each other class of capital stock of the Company that does not have a
preference over any other class of capital stock of the Company as to dividends
or upon liquidation, dissolution or winding up of the Company and in each case,
shall include any other class of capital stock of the Company into which such
stock is reclassified or reconstituted.

"Communications Act" has the meaning assigned to that term in
------------------
Section 5.25.

"Communications Licenses" means all licenses, waivers, consents,
-----------------------
permits or other authorizations issued or granted by the FCC or any other state
or local Governmental Authority in connection with ownership and operation of
the cellular, paging, PCS Services, LMDS, local exchange, long distance and
Internet services provided by the Company and its Subsidiaries, including Sprint
PCS Licenses.

"Company" has the meaning assigned to that term in the recitals
-------
to this Agreement.
<PAGE>

"Condition of the Company" means the assets, business, properties or
------------------------
financial or other condition of the Company and its Subsidiaries taken as a
whole.

"Consolidated Net Worth" means, as of the date of determination with
----------------------
respect to any Person, the consolidated stockholders' equity of such Person and
its Subsidiaries, determined in accordance with GAAP.

"Contact List" has the meaning assigned to that term in Section
------------
10.1(a).

"Contingent Obligation" means, as applied to any Person, any direct or
---------------------
indirect liability of that Person with respect to any Indebtedness, lease,
dividend, guaranty, letter of credit or other obligation (the "primary
-------
obligation") of another Person (the "primary obligor"), including, without
- ---------- ---------------
limitation, any obligation of such first-mentioned Person, whether or not
contingent, (a) to purchase, repurchase or otherwise acquire such primary
obligations or any property constituting direct or indirect security therefor,
or (b) to advance or provide funds (i) for the payment or discharge of any such
primary obligation, or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor, or (c) to purchase property, securities or services primarily for the
purpose of assuring the beneficiary of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation, or
(d) otherwise to assure or hold harmless the beneficiary of any such primary
obligation against loss in respect thereof. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the Company in good faith.

"Contractual Obligations" means as to any Person, any provision of any
-----------------------
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument to which such Person is a
party or by which it or any of its property is bound.

"Credit Agreement" means, collectively, (i) that certain Credit
----------------
Agreement, dated as of October 1, 1999, by and among the Company and CoBank,
ACB, as Administrative Agent and a lender; The Bank of New York, a Documentation
Agent and a lender; BNY Capital Markets, Inc., a Co-Arranger; First Union
Capital Markets Corp., a Syndication Agent and a Co-Arranger; First Union
National Bank, a lender; and the other lenders party signatory thereto,
providing for up to $130.0 million of term and revolving credit borrowings, (ii)
that certain Loan and Security Agreement, dated as of July 22, 1998, by and
among LEC Unwired, AT&T Commercial Finance Corporation and the financial
institutions named therein, providing for up to $15.0 million of credit
borrowings, (iii) that certain Subordinated Loan and Security Agreement, dated
as of July 22, 1998, by and among LEC Unwired, AT&T Commercial Finance
Corporation and the financial institutions named
<PAGE>

therein, providing for up to $3.0 million of credit borrowings, and (iv) that
certain Commercial Business Loan Agreement for Term Loans dated January 12, 2000
among Whitney National Bank, the Company and Cameron Communications Corporation
(and the Construction Loan Agreement in the form of Exhibit A thereto), in each
case including any related notes, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time.

"Demand Group" has the meaning assigned to that term in Section
------------
10.2(a).

"Demand Notice" has the meaning assigned to that term is Section
-------------
10.2(a).

"Discount Note Documents" means (i) the DLJ Purchase Agreement,
-----------------------
(ii) the Offering Memorandum, (iii) that certain A/B Exchange Registration
Rights Agreement, dated as of October 29, 1999, by and among the Company, LA
Unwired, Unwired Telecom, Donaldson, Lufkin & Jenrette Securities Corporation,
First Union Securities, Inc. and BNY Capital Markets, Inc., (iv) that certain
Indenture, dated as of October 29, 1999, by and among the Company, LA Unwired,
Unwired Telecom and State Street Bank and Trust Company, providing for the
issuance of an aggregate of $400,000,000 in principal amount at maturity of the
Company's 13 3/8% Senior Subordinated Discount Notes due 2009, (v) that certain
Pledge and Security Agreement, dated as of October 29, 1999, between LA Unwired
and State Street Bank and Trust Company, and (vi) that certain Intercreditor
Agreement, dated as of October 29, 1999, between State Street Bank and Trust
Company, and CoBank, ACB and acknowledged by LA Unwired.

"DLJ Purchase Agreement" means that certain Purchase Agreement,
----------------------
dated as of October 26, 1999, by and among the Company, Donaldson, Lufkin &
Jenrette Securities Corporation, First Union Securities, Inc. and BNY Capital
Markets, Inc., relating to an aggregate of $400,000,000 in principal amount at
maturity of the Company's 13 3/8% Senior Subordinated Discount Notes due 2009.

"Documents" has the meaning assigned to that term in Section
---------
5.19.

"DTC" means the Depositary Trust Company.
---

"Environmental Claims" means any notification, whether formal or
--------------------
informal, written or oral, pursuant to Environmental Laws or principles of
common law relating to pollution, or protection of the environment or health and
safety, that any of the current or past operations of the Company or any of its
Subsidiaries, or any by-product thereof, or any of the property currently or
formerly owned, leased or operated by the Company or any of its Subsidiaries, or
the operations or property of any predecessor of the Company or any of its
Subsidiaries, is or may be implicated in or subject to any Claim,
<PAGE>

Requirements of Law, hearing, notice, agreement or evaluation by any
Governmental Authority or any other Person.

"Environmental Compliance Costs" means any expenditures, costs,
------------------------------
assessments or expenses (including any expenditures, costs, assessments or
expenses in connection with the conduct of any Remedial Action, as well as
reasonable fees, disbursements and expenses of attorneys, experts, personnel and
consultants), whether direct or indirect, necessary to cause the operations,
real property, assets, equipment or facilities owned, leased, operated or used
by the Company or any of its Subsidiaries, or the property of any predecessor of
the Company or any of its Subsidiaries, to be in compliance with any and all
requirements of Environmental Laws, principles of common law concerning
pollution, protection of the environment or health and safety, or Permits issued
pursuant to Environmental Laws; provided, however, that Environmental Compliance
-------- -------
Costs do not include expenditures, costs, assessments or expenses necessary in
connection with normal maintenance of such real property, assets, equipment or
facilities or the replacement of equipment in the normal course of events due to
ordinary wear and tear.

"Environmental Laws" means any federal, state, territorial,
------------------
provincial, parish or local law, common law doctrine, rule, order, decree,
judgment, injunction, license, permit or regulation relating to environmental
matters, including those pertaining to land use, air, soil, surface water,
ground water (including the protection, cleanup, removal, remediation or damage
thereof), public or employee health or safety or any other environmental matter,
together with any other laws (federal, state, territorial, provincial or local)
relating to emissions, discharges, releases or threatened releases of any
contaminant including, without limitation, medical, biological, biohazardous or
radioactive waste and materials, into ambient air, land, surface water,
groundwater, personal property or structures, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transportation, discharge or handling of any contaminant, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. (S) 9601 et seq.), the Hazardous Material
-- ---
Transportation Act (49 U.S.C. (S) 1801 et seq.), the Resource Conservation and
-- ---
Recovery Act (42 U.S.C. (S) 6901 et seq.), the Federal Water Pollution Control
-- ---
Act (33 U.S.C. (S) 1251 et seq.), the Clean Air Act (42 U.S.C. (S) 1251 et
-- --- --
seq.), the Toxic Substances Control Act (15 U.S.C. (S) 2601 et seq.), the
- --- -- ---
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. (S) 121 et seq.),
-- ---
the Asbestos Hazard Emergency Response Act (15 U.S.C. (S) et seq.); the Safe
-- ---
Drinking Water Act (42 U.S.C. (S) 300F et seq.); the Oil Pollution Act of 1990
-- ---
(33 U.S.C. (S) 2701 et seq.); and the Occupational Safety and Health Act (29
-- ---
U.S.C. (S) 651 et seq.), as such laws have been amended or supplemented and any
-- ---
analogous future federal, or present or future state or local laws, statutes and
regulations promulgated thereunder.

"ERISA" means the Employee Retirement Income Security Act of
-----
1974, as amended.
<PAGE>

"Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended, and the rules and regulations of the Commission promulgated thereunder.

"F-block License" means a license awarded by the FCC to provide
---------------
PCS Services in the frequency block 1890-1895 MHZ paired with 1970-1975 MHZ.

"FCC" means the Federal Communications Commission.
---

"FCC Rules" has the meaning assigned that term in Section 5.25.
---------

"Financial Liabilities" has the meaning assigned that term in
---------------------
Section 5.20.

"Fund Securities Purchase Agreement" means the Securities
----------------------------------
Purchase Agreement dated as of October 29, 1999 by and between the Company and
The 1818 Fund III, L.P.

"GAAP" means generally accepted accounting principles in effect
----
from time to time.

"Governmental Authority" means the government of any nation,
----------------------
state or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

"Hazardous Materials" means those substances that are regulated
-------------------
by, or form the basis of liability under, any Environmental Laws.

"Hazardous Substance" means any toxic waste, pollutant,
-------------------
contaminant, hazardous substance, toxic substance, hazardous waste, special
waste, industrial substance or waste, petroleum or petroleum-derived substance
or waste, radioactive substance or waste, or any constituent of any such
substance or waste, or any other substance regulated under or defined by any
Environmental Law.

"Holder", with respect to Preferred Shares or Common Stock issued
------
upon conversion of the Preferred Shares or upon exercise of any warrants, means
the initial purchaser of the Preferred Shares and any subsequent direct or
indirect transferee of such securities; provided that the term Holder shall not
--------
include any Person who owns such securities if such securities have been
registered under the Securities Act or have been transferred to such Person
after such securities has been the subject of a distribution to the public
pursuant to Rule 144 under the Securities Act (or any successor provision) or
otherwise distributed under circumstances not requiring a legend.
<PAGE>

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act
-------
of 1976, as amended, and the rules and regulations of the Federal Trade
Commission thereunder.

"Indebtedness" means as to any Person, without duplication, (a)
------------
all obligations of such Person for borrowed money (including, without
limitation, reimbursement and all other obligations with respect to surety
bonds, letters of credit and bankers' acceptances, whether or not matured), (b)
all obligations evidenced by notes, bonds, debentures or similar instruments,
(c) all obligations to pay the deferred purchase price of property or services,
except trade accounts payable and accrued liabilities arising in the ordinary
course of business, (d) all interest rate and currency swaps and similar
agreements under which payments are obligated to be made, whether periodically
or upon the happening of a contingency, (e) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (f) all obligations under leases which
have been or should be, in accordance with GAAP, recorded as capital leases, (g)
all indebtedness secured by any Lien (other than Liens in favor of lessors under
leases other than leases included in clause (f)) on any property or asset owned
or held by that Person regardless of whether the indebtedness secured thereby
shall have been assumed by that Person or is non-recourse to the credit of that
Person, (h) all obligations of such Person to reimburse or prepay any bank or
other Person in respect of amounts paid under a letter of credit, banker's
acceptance or similar instrument, (i) all capital stock issued by such Person
subject to mandatory redemption that is not contingent upon future events or
circumstances, and (j) any Contingent Obligation.

"Indemnified Party" has the meaning assigned to that term in
-----------------
Section 7.1.

"Intellectual Property" has the meaning assigned to that term in
---------------------
Section 5.26.

"IPO" means the date on which the Company (a) becomes a
---
"reporting company," as defined under Section 12(g) of the Exchange Act, with
all of its filings with the Commission being current, and (b) has completed one
or more underwritten offerings of Common Stock registered under the Securities
Act with at least $50 million, in the aggregate, of gross proceeds.

"LA Unwired" means Louisiana Unwired, LLC, a Louisiana limited
----------
liability company.

"Leases" means any leases of property, whether real, personal or
------
mixed, and all amendments thereto, and shall include all use or occupancy
agreements.
<PAGE>

"LEC Unwired" means LEC Unwired, LLC, a Louisiana limited
-----------
liability company.

"Liabilities" has the meaning assigned to that term in Section
-----------
7.1.

"Lien" means any mortgage, deed of trust, pledge, hypothecation,
----
assignment, encumbrance, lien (statutory or other) or preference, priority or
other security interest or preferential arrangement of any kind or nature
whatsoever (including, without limitation, those created by, arising under or
evidenced by, any conditional sale or other title retention agreement, the
interest of a lessor under a capitalized lease obligation, or any financing
lease having substantially the same economic effect as any of the foregoing).

"LMDS" means local multipoint distribution services, a form of
----
wireless communications.

"Meretel" means Meretel Communications Limited Partnership, a
-------
Louisiana partnership in commendam.

"Nonparticipating Holders" has the meaning assigned to that term
------------------------
in Section 10.1(a).

"Offering Memorandum" means that certain Offering Memorandum,
-------------------
dated as of October 26, 1999, relating to an aggregate of $400,000,000 in
principal amount at maturity of the Company's 13 3/8% Senior Subordinated
Discount Notes due 2009.

"Options" has the meaning assigned to that term in Section 5.15.
-------

"Participating Holder" has the meaning assigned to that term in
--------------------
Section 10.2(a).

"PCS Services" means the provision of personal communications
------------
service, a form of wireless communications.

"Permits" means all licenses, franchises, permits and
-------
authorizations of any governmental bodies as are necessary for the lawful
conduct of the business of the Company or any of its Subsidiaries.

"Per Share Equity Value" has the meaning assigned to that term in
----------------------
the Fund Securities Purchase Agreement.

"Person" means any individual, firm, corporation, partnership,
------
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, Governmental Authority or other entity of
any kind, and shall include any successor (by merger or otherwise) of such
entity.
<PAGE>

"PORTAL" means Private Offerings, Resales and Trading through
------
Automated Linkages.

"Preferred Shares" has the meaning assigned to that term in the
----------------
recitals to this Agreement.

"Preferred Stock" means the Company's Senior Redeemable
---------------
Convertible Preferred Stock, Series A and B, no par value, collectively.

"Preferred Stock, Series A" means the Company's Senior Redeemable
-------------------------
Convertible Preferred Stock, Series A, no par value per share.

"Preferred Stock, Series B" means the Company's Senior Redeemable
-------------------------
Convertible Preferred Stock, Series B, no par value per share.

"Prohibitive Event" has the meaning assigned to that term in
-----------------
Section 10.2(a).

"Purchase Price" has the meaning assigned to that term in Section
--------------
2.1(a).

"Purchaser" has the meaning assigned to that term in the recitals
---------
to this Agreement.

"Put Price" has the meaning assigned to that term in the Fund
---------
Securities Purchase Agreement.

"Real Property" means all of the fee estates and buildings and
-------------
other fixtures and improvements thereon, leasehold interests, easements,
licenses, rights to access, rights-of-way, and other real property interests
which are owned or used by the Company or any of its Subsidiaries, as of the
date hereof, in the operations of the business of the Company and its
Subsidiaries, plus such additions thereto and deletions therefrom arising in the
ordinary course of business between the date hereof and the Closing Date.

"Redemption Date" has the meaning assigned to that term in
---------------
Section 10.2(a).

"Registration Rights Agreement" means the Registration Rights
-----------------------------
Agreement, as amended, in substantially the form attached hereto as Exhibit B.
---------

"Release" means any release, spill, emission, leaking, pumping,
-------
injection, deposit, disposal, discharge, dispersal, leaching or migration into
or through the indoor or outdoor environment or into, through or out of any
property, including the
<PAGE>

movement of Hazardous Substances through or in the air, soil, surface water,
ground water or property.

"Remedial Action" means all actions, whether voluntary or
---------------
involuntary, reasonably necessary to comply with, or discharge any obligation
under, Environmental Laws to (i) clean up, remove, treat, cover or in any other
way adjust Hazardous Substances in the indoor or outdoor environment; (ii)
prevent or control the Release of Hazardous Substances so that they do not
migrate or endanger or threaten to endanger public health or welfare or the
environment; or (iii) perform remedial studies, investigations, restoration and
post-remedial studies, investigations and monitoring on, about or in any real
property.

"Required Redemption Notice" has the meaning assigned to that
--------------------------
term in Section 10.2(a).

"Requirements of Law" means as to any Person, the Articles of
-------------------
Incorporation and By-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

"Securities Act" means the Securities Act of 1933, as amended,
--------------
and the rules and regulations of the Commission promulgated thereunder.

"Shareholders Agreement" means the Shareholders Agreement, as
----------------------
amended, in substantially the form attached hereto as Exhibit D.
---------

"Solvent" means, with respect to any Person, that the fair
-------
saleable value on a going concern basis of the assets and property of such
Person is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such Person
as of such date and that, as of such date, such Person is able to pay all
liabilities of such Person as such liabilities mature. In computing the amount
of contingent or unliquidated liabilities at any time, such liabilities will be
computed as the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that is probable to become an
actual or matured liability.

"Sprint PCS" means, collectively, Sprint Spectrum L.P., a
----------
Delaware limited partnership, and SprintCom, Inc., a Kansas corporation.

"Sprint PCS Agreement" means, collectively, (i) the Sprint PCS
--------------------
Management Agreement among Wirelessco, L.P., Sprint Spectrum L.P., SprintCom,
Inc. and LA Unwired dated February 8, 1999, including Addendum I, Addendum II,
the Sprint Trademark and Service Mark License Agreement, and Sprint Spectrum
Trademark and Service Mark License Agreement; (ii) the Sprint PCS Management
Agreement, among
<PAGE>

Wirelessco, L.P., Sprint Spectrum L.P., SprintCom, Inc. and LA Unwired dated
June 8, 1998, including Addendum I, Addendum II, the Sprint Trademark and
Service Mark License Agreement, and Sprint Spectrum Trademark and Service Mark
License Agreement; and (iii) the Sprint PCS Management Agreement among
Wirelessco, L.P., Sprint Spectrum L.P., SprintCom, Inc. and Meretel dated June
8, 1999, including Addendum I, the Sprint Trademark and Service Mark License
Agreement, and Sprint Spectrum Trademark and Service Mark License Agreement.

"Subsidiary" means, with respect to any Person, another Person of
----------
which 50% or more of the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by such first-mentioned Person.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company. "Subsidiaries" of the Company shall also include LA Unwired, LEC
Unwired, and Unwired Telecom but shall not include Texas Unwired.

"Texas Unwired" means Texas Unwired, a Louisiana general
-------------
partnership.

"Unwired Telecom" means Unwired Telecom Corp., a Louisiana
---------------
corporation.

"USTs" means any underground or aboveground storage tanks or
----
related piping or dispensers.

"Voting Stock" means, with respect to any Person, any securities
------------
or similar instruments of such Person whose holders are entitled under ordinary
circumstances to vote for the election of directors of such Person (irrespective
of whether at such time securities or similar instruments of any other class or
classes shall have or might have voting power by reason of the happening of any
contingency).

"Warrants" mean the warrants exercisable into shares of Common
--------
Stock of the Company, at an exercise price of $.01 per warrant, in substantially
the form attached hereto as Exhibit C.
---------

1.2 Accounting Terms. All accounting terms used herein not expressly
----------------
defined in this Agreement shall have the respective meanings given to them in
accordance with sound accounting practice. The term "sound accounting practice"
shall mean such accounting practice as, in the opinion of the independent
accountants regularly retained by the Company, conforms at the time to GAAP
applied on a consistent basis except for changes with which such accountants
concur.
<PAGE>

Article 2

PURCHASE AND SALE OF PREFERRED STOCK
------------------------------------

2.1 Purchase and Sale of Preferred Stock.
------------------------------------

(a) Subject to the terms and conditions herein set forth, the
Company agrees that it will issue to the Purchaser, and the Purchaser agrees
that it will acquire from the Company, at the Closing, 50,000 shares of
Preferred Stock, Series B (the "Preferred Shares") for a purchase price of
----------------
$5,000,000 (the "Purchase Price"), in cash, by wire transfer of immediately
--------------
available funds to an account designated by the Company in a notice delivered to
the Purchaser one Business Day prior to the Closing Date. The allocation among
the Purchaser of payment of the Purchase Price and the ownership of the
Preferred Shares is set forth in Schedule 2.1 hereto.
------------

2.2 Charter Amendment. The Preferred Shares shall have the rights
-----------------
and preferences set forth in the Charter Amendment.

2.3 Closing. Subject to Articles 3 and 4, the purchase and issuance
-------
of the Preferred Shares shall take place at the closing (the "Closing") to be
-------
held at the offices of the Company at One Lakeshore Drive, Suite 1900, Lake
Charles, Louisiana 70629 on February 15, 2000, or such other location or later
date on or prior to February 15, 2000 as the parties may agree (the "Closing
-------
Date"), at 10:00 a.m., Lake Charles, Louisiana time. At the Closing, subject to
- ----
the terms and conditions set forth herein, the Company shall sell the Preferred
Shares to the Purchaser by delivering to the Purchaser Preferred Shares
registered in the name of the Purchaser or its designee, free and clear of any
Lien, and the Purchaser shall purchase the Preferred Shares.

Article 3

CONDITIONS TO THE OBLIGATION
OF THE PURCHASER TO CLOSE
-----------------------------

The obligation of the Purchaser to purchase the Preferred Shares,
to pay the Purchase Price at the Closing and to perform any of its obligations
hereunder shall be subject to the satisfaction or waiver of the following
conditions on or before the Closing Date:

3.1 Representations and Warranties True. The representations and
-----------------------------------
warranties of the Company contained in Article 5 hereof shall be true and
correct in all material respects at and as of the Closing Date as if made at and
as of such date.

3.2 Compliance with this Agreement. The Company shall have performed
------------------------------
and complied with all of its agreements and conditions set forth or contemplated
herein that
<PAGE>

are required to be performed or complied with by the Company on or before the
Closing Date.

3.3 Officer's Certificate. The Purchaser shall have received a
---------------------
certificate, dated the Closing Date and signed by the President or the Chief
Financial Officer of the Company, certifying that the conditions set forth in
Sections 3.1 and 3.2 hereof have been satisfied on and as of such date.

3.4 Secretary's Certificate. The Purchaser shall have received a
-----------------------
certificate, dated the Closing Date and signed by the Secretary or an Assistant
Secretary of the Company, certifying the truth and correctness of attached
copies of the Articles of Incorporation and By-laws of the Company and
resolutions of the Board of Directors of the Company approving this Agreement
and the transactions contemplated hereby.

3.5 Documents. The Purchaser shall have received copies of such
---------
documents as it reasonably may request in connection with the sale of the
Preferred Shares and the transactions contemplated hereby, all in form and
substance reasonably satisfactory to such Purchaser.

3.6 Purchase Permitted by Applicable Laws; Legal Investment. The
-------------------------------------------------------
acquisition of and payment for the Preferred Shares to be acquired by the
Purchaser hereunder and the consummation of the transactions contemplated
hereby: (a) shall not be prohibited by any applicable law or governmental
regulation; (b) shall not subject the Purchaser to any penalty or, in its
reasonable judgment, other onerous condition under or pursuant to any applicable
law or governmental regulation; and (c) shall be permitted by the laws and
regulations of the jurisdictions to which it is subject.

3.7 Filing of Charter Amendment and other Amendments. The Charter
------------------------------------------------
Amendment shall have been duly filed by the Company with the Secretary of State
of the State of Louisiana and shall be effective.

3.8 Opinion of Counsel. The Purchaser shall have received the
------------------
opinions of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P., counsel
to the Company, dated the Closing Date, with respect to the matters set forth in
Exhibit E hereto.
- ---------

3.9 Approval of Counsel to the Purchaser. All actions and
------------------------------------
proceedings hereunder and all documents required to be delivered by the Company
hereunder or in connection with the consummation of the transactions
contemplated hereby, and all other related matters, shall have been reasonably
acceptable to counsel to the Purchaser as to their form and substance.

3.10 Consents and Approvals. All consents, exemptions,
----------------------
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons, including, with respect to
Contractual Obligations of the Company, necessary or
<PAGE>

required in connection with the execution, delivery or performance by the
Company or enforcement against the Company of this Agreement, the Preferred
Shares, the Registration Rights Agreement, the Warrants or the Shareholders
Agreement shall have been obtained and be in full force and effect, and the
Purchaser shall have been furnished with appropriate evidence thereof.

3.11 No Material Adverse Change. Since October 29, 1999, there shall
--------------------------
have been no material adverse change, nor shall any such change be threatened,
in the Condition of the Company since that date.

3.12 Due Diligence. The Purchaser shall have completed its due
-------------
diligence review of the assets, business, properties, pending litigations,
prospects, operations and financial and other Condition of the Company, and
shall be reasonably satisfied with the results of such review.

3.13 Conduct of Business. The Company shall have conducted its
-------------------
business in the ordinary course from the date hereof to the Closing Date, and no
extraordinary or other material transactions not in the ordinary course of
business shall have occurred without the Purchaser's consent.

3.14 Registration Rights Agreement. The Company and the other parties
-----------------------------
to the Registration Rights Agreement (other than the Purchaser) shall have duly
executed and delivered to the Purchaser the amendment to the Registration Rights
Agreement.

3.15 Shareholders Agreement. The Company and the other parties to the
----------------------
Shareholders Agreement (other than the Purchaser) shall have duly executed and
delivered to the Purchaser the amendment to the Shareholders Agreement.

3.16 Charter and By-Laws of the Company. The Articles of
----------------------------------
Incorporation and By-Laws of the Company, each as amended as of the Closing
Date, shall be in a form reasonably acceptable to the Purchaser.

3.17 No Litigation. No action, suit, proceeding, claim or dispute
-------------
shall have been brought or otherwise arisen at law, in equity, in arbitration or
before any Governmental Authority against the Company or any of its Subsidiaries
which would, if adversely determined, (i) have a material adverse effect on the
Condition of the Company or (ii) have a material adverse effect on the ability
of the Company to perform its obligations under this Agreement, the Preferred
Shares, the Registration Rights Agreement, the Warrants or the Shareholders
Agreement.

3.18 No Default or Breach. Neither the Company nor any of its
--------------------
Subsidiaries shall have been in default under or with respect to any Contractual
Obligation in any respect, which, individually or together with all such
defaults, would be materially adverse to the Condition of the Company or which
could materially adversely affect the
<PAGE>

ability of the Company to perform its obligations under this Agreement, the
Preferred Shares, the Registration Rights Agreement, the Warrants or the
Shareholders Agreement.

3.19 HSR Act. If a filing under the HSR Act is required, the waiting
-------
period under the HSR Act with respect to the Preferred Shares to be acquired by
such Purchaser shall have expired or been terminated.

3.20 Sprint PCS Agreement. The Sprint PCS Agreement is in full force
--------------------
and effect and binding upon the parties thereto in accordance with its terms.
Neither the Company nor any of its Subsidiaries, nor to the knowledge of the
Company or its Subsidiaries, any other party to such agreement, is in material
default thereunder, nor does any condition exist that with notice or lapse of
time or both, would constitute a material default thereunder. Neither the
Company nor any of its Subsidiaries has any knowledge of any proposed, pending
or likely cancellation or termination of such agreement.

Article 4

CONDITIONS TO THE OBLIGATION
OF THE COMPANY TO CLOSE
------------------------------

The obligations of the Company to issue and sell the Preferred Shares
to the Purchaser, and to consummate the transactions contemplated herein on the
Closing Date with respect to the Purchaser, shall be subject to the satisfaction
or waiver of the following conditions on or before the Closing Date:

4.1 Representations and Warranties True. The representations and
-----------------------------------
warranties of the Purchaser contained in Article 6 hereof shall be true and
correct in all material respects at and as of the Closing Date as if made at and
as of such date.

4.2 Compliance with this Agreement. The Purchaser shall have
------------------------------
performed and complied with all of its agreements and conditions set forth or
contemplated herein that are required to be performed or complied with by the
Purchasers on or before the Closing Date.

4.3 Issuance Permitted by Applicable Laws. The issuance of the
-------------------------------------
Preferred Shares and the consummation of the transactions contemplated hereby by
the Company: (a) shall not be prohibited by any applicable law or governmental
regulation; (b) shall not subject the Company to any penalty or, in its
reasonable judgment, other onerous condition under or pursuant to any applicable
law or governmental regulation; and (c) shall be permitted by the laws and
regulations of the jurisdictions in which is it subject.

4.4 Approval of Counsel to the Company. All actions and proceedings
----------------------------------
hereunder and all documents required to be delivered by the Purchaser hereunder
or in connection with the consummation of the transactions contemplated hereby,
and all other
<PAGE>

related matters, shall have been reasonably acceptable to Correro Fishman
Haygood Phelps Walmsley & Casteix L.L.P., counsel to the Company, as to their
form and substance.

4.5 Consents and Approvals. All consents, exemptions,
----------------------
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons necessary or required in connection
with the execution, delivery or performance by such Purchaser or enforcement
against such Purchaser of this Agreement shall have been obtained and be in full
force and effect, and the Company shall have been furnished with appropriate
evidence thereof.

4.6 HSR Act. If a filing under the HSR Act is required, the waiting
-------
period under the HSR Act with respect to the Preferred Shares to be acquired by
such Purchaser shall have expired or been terminated.

Article 5

REPRESENTATIONS AND
WARRANTIES OF THE COMPANY
-------------------------

The Company hereby represents and warrants to the Purchaser as
follows:

5.1 Corporate Existence and Power. The Company, and each of its
-----------------------------
Subsidiaries:

(a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization;

(b) has (i) full corporate (or other organizational) power and
authority and (ii) all governmental licenses, authorizations, consents and
approvals, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently, or is currently
proposed to be, engaged;

(c) is duly qualified as a foreign person, licensed and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification; and

(d) is in material compliance with all Requirements of Law;

except, in the case of (c) or (d) of this Section 5.1, to the extent that the
failure to do so would not have a material adverse effect on the Condition of
the Company.

5.2 Corporate Authorization; No Contravention. The execution,
-----------------------------------------
delivery and performance by the Company of this Agreement, the Registration
Rights Agreement, the Warrants, the Shareholders Agreement and the transactions
contemplated hereby and thereby,
<PAGE>

including the issuance of the Preferred Shares and the Common Stock issuable
upon the conversion of the Preferred Shares or upon exercise of the Warrants:

(a) is within the Company's corporate power and authority and has
been duly authorized by all necessary corporate action;

(b) will not violate, conflict with or result in any breach or
contravention of or the creation of any Lien under, any Contractual Obligation
of the Company or any of its Subsidiaries, or any order or decree directly
relating to the Company or any of its Subsidiaries; and

(c) has been duly authorized by the Board of Directors of the
Company and no other corporate proceedings on the part of the Company or its
stockholders are necessary to authorize or approve the Agreement, the
Registration Rights Agreement, the Warrants, the Shareholders Agreement or the
transactions contemplated hereby and thereby.

5.3 Governmental Authorization; Third Party Consents. No approval,
------------------------------------------------
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person, is necessary or required
in connection with the execution, delivery or performance by the Company or
enforcement against the Company of this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Warrants, the Shareholders Agreement or the
transactions contemplated hereby or thereby.

5.4 Binding Effect. This Agreement has been duly executed and
--------------
delivered by the Company, and at the Closing the Registration Rights Agreement
and the Preferred Shares will be duly executed and delivered by the Company.
This Agreement constitutes the legal, valid and binding obligations of the
Company enforceable against the Company in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability. At the Closing, the Registration Rights
Agreement, the Preferred Shares, the Shareholders Agreement and, upon issuance
of Warrants in accordance with the terms of this Agreement, the Warrants will
each constitute the legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except as enforcement may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability.

5.5 No Legal Bar. Neither the execution, delivery and performance of
------------
this Agreement, the Registration Rights Agreement, the Warrants and the
Shareholders Agreement nor the issuance or performance of the terms of the
Preferred Shares will violate any Requirement of Law or any Contractual
Obligation of the Company or any of its Subsidiaries.
<PAGE>

5.6 Litigation.
----------

(a) There are no actions, suits, proceedings, claims or disputes
pending, or to the best knowledge of the Company, threatened, at law, in equity,
in arbitration or before any Governmental Authority against the Company or any
of its Subsidiaries:

(i) with respect to this Agreement, the Preferred Shares,
the Registration Rights Agreement, the Warrants or the Shareholders Agreement or
any of the transactions contemplated hereby or thereby; or

(ii) which would, if adversely determined, (i) have a
material adverse effect on the Condition of the Company or (ii) have a material
adverse effect on the ability of the Company to perform its obligations under
this Agreement, the Preferred Shares, the Registration Rights Agreement, the
Warrants or the Shareholders Agreement.

(b) No injunction, writ, temporary restraining order, decree or
any order of any nature has been issued by any court or other Governmental
Authority purporting to enjoin or restrain the execution, delivery and
performance of this Agreement, the Preferred Shares, the Registration Rights
Agreement, the Warrants or the Shareholders Agreement.

5.7 No Default or Breach. No event has occurred and is continuing
--------------------
(or is likely to occur as a result of the Company entering into this
transaction) under this Agreement, the Discount Note Documents, the Preferred
Shares, the Registration Rights Agreement, the Warrants or the Shareholders
Agreement which constitutes a default under or breach of any of the provisions
of Article 8 or 9. Neither the Company nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation in any respect,
which, individually or together with all such defaults, would have a material
adverse effect on the Condition of the Company or on the ability of the Company
to perform its obligations under this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Warrants or the Shareholders Agreement.

5.8 Title to Properties; Leases.
---------------------------

(a) The Company and its Subsidiaries have good indefeasible,
marketable and insurable title to all such Real Property (other than leasehold
real property) and good title to all of its other owned property and assets,
tangible and intangible (collectively, the "Assets") that are material to the
------
business of the Company and its Subsidiaries taken as a whole; all of the Assets
are so owned, in each case, free and clear of all Liens other than Liens granted
pursuant to the Credit Agreement and Liens granted by LA Unwired to the FCC in
connection with the procurement of certain Communication Licenses. All
improvements on the real property owned or leased by the Company and its
Subsidiaries are in material compliance with applicable zoning, building,
wetlands and land use laws, ordinances and regulations and applicable title
covenants, conditions, restrictions and
<PAGE>

reservations in all respects necessary to conduct the business of the Company
and its Subsidiaries as presently conducted, or proposed to be conducted, on or
prior to the Closing Date. All such improvements comply in all material respects
with all Requirements of Law and Permits. All of the transmitting towers, ground
radials, guy anchors, transmitting buildings and related improvements, if any,
located on the real property owned or leased by the Company and the Company
Subsidiaries are located entirely on such real property or in areas where a
Subsidiary has a valid easement to locate such items. All such transmitting
towers, ground radials, guy anchors, transmitting buildings and related
improvements and other material items of personal property, including equipment,
are in a state of repair and maintenance and operating condition so as to permit
the business of the Company and its Subsidiaries to be operated in all material
respects in accordance with the terms and conditions of all applicable
Requirements of Law and Permits.

(b) Each Lease under which the Company or any of its
Subsidiaries holds real property constituting a part of the Assets is in full
force and effect, and the Company or such Subsidiary has a valid leasehold
interest in and enjoys peaceful and undisturbed possession or a valid easement
right under all Leases pursuant to which it holds any such real property,
subject to the terms of each Lease and applicable Requirements of Law. Neither
the Company nor, to the Company's knowledge, any other party thereto, has failed
to duly comply with all of the material terms and conditions of each such Lease
or has done or performed, or failed to do or perform (and no claim is pending
or, to the knowledge of the Company, threatened to the effect that the Company
has not so complied, done and performed or failed to do and perform) any act
which would invalidate or provide grounds for the other party thereto to
terminate (with or without notice, passage of time or both) such Leases or
impair the rights or benefits, or increase the costs, of the Company under any
of such Leases in any material respect.

5.9 Taxes. The Company and its Subsidiaries have filed or caused to
-----
be filed, or have properly filed extensions for, all income tax returns which
are required to be filed and have paid or caused to be paid all taxes as shown
on said returns and on all assessments received by it to the extent that such
taxes have become due, except taxes the validity or amount of which is being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside. The Company and its Subsidiaries have
paid or caused to be paid, or have established reserves that the Company
reasonably believes to be adequate for all income tax liabilities applicable to
the Company and its Subsidiaries for all fiscal years which have not been
examined and reported on by the taxing authorities (or closed by applicable
statutes).

5.10 Financial Condition. The Company heretofore has delivered to the
-------------------
Purchaser true and correct copies of audited consolidated financial statements
of the Company and its Subsidiaries as of December 31, 1997 (the "1997 Audited
Financials") and December 31, 1998 (the "1998 Audited Financials"), and the
unaudited consolidated financial statements of the Company and its Subsidiaries
as of September 30, 1999 (the "1999 Interim Financials"). The 1997 Audited
Financials, 1998 Audited Financials and 1999
<PAGE>

Interim Financials have been prepared in accordance with GAAP applied
consistently and present fairly the consolidated financial condition of the
Company as of the dates thereof and the consolidated results of operations of
the Company for the period, or portion thereof, then ended (except in the case
of the 1999 Interim Financials, for normal year-end adjustment and the absence
of footnotes).

5.11 No Material Adverse Change. Since October 29, 1999 there has not
--------------------------
been any material adverse change, nor to the knowledge of the Company is any
such change threatened, in the Condition of the Company.

5.12 Offering Documents. The Offering Memorandum did not contain any
------------------
untrue statement of a material fact nor omit to state a material fact necessary
to make the statements when made, in the light of the circumstances under which
they were made, not misleading. The Revenues, Pre-corporate EBITDA and Ending
Subscribers (as those terms are used in the Offering Memorandum) as of December
31, 1998 and June 30, 1999, set forth in the "Certain Financial Information"
table in the Offering Memorandum are complete and accurate.

5.13 Environmental Matters.
---------------------

(a) Neither the Company nor any of its Subsidiaries is or has
been in violation in any material respect of any applicable Environmental Law.

(b) The Company and its Subsidiaries have all material Permits
required pursuant to Environmental Laws that are material to the conduct of the
business of the Company or any of its Subsidiaries, all such Permits are in full
force and effect, no action, cause of action, suit, claim, complaint, demand,
litigation or legal, administrative or arbitral proceeding or investigation to
revoke, limit or modify any of such Permits is pending and the Company and each
of its Subsidiaries is in compliance in all material respects with all terms and
conditions thereof.

(c) Neither the Company nor any of its Subsidiaries has
received, or will receive due to the consummation of this transaction, any
Environmental Claim.

(d) The Company and its Subsidiaries have filed all notices
required under Environmental Laws indicating the past or present Release,
generation, treatment, storage or disposal of Hazardous Substances.

(e) Neither the Company nor any of its Subsidiaries has
entered into any written agreement with any Governmental Authority or any other
Person by which the Company or any of the Subsidiaries has assumed
responsibility, either directly or as a guarantor or surety, for the remediation
of any condition arising from or relating to a Release or threatened Release of
Hazardous Substances into the environment.
<PAGE>

(f) To the knowledge of the Company or any of its Subsidiaries,
there is not now and has not been at any time in the past a Release or
threatened Release of Hazardous Substances for which the Company or any of its
Subsidiaries may be directly or indirectly responsible individually, or together
with all such other Releases or threatened Releases, in an amount in excess of
$500,000.

5.14 Investment Company. Neither the Company nor any Person
------------------
controlling the Company is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

5.15 Affiliates and Subsidiaries. Schedule 5.15 sets forth a complete
---------------------------
and accurate list of all of the Affiliates and Subsidiaries of the Company
together with their respective jurisdictions of incorporation or organization
and the percentage ownership interests held in each such Affiliate or Subsidiary
by the Company or any other Person.

5.16 Capitalization. As of the date hereof, the authorized capital
--------------
stock of the Company consists of 100,000,000 shares of Class A Common Stock,
60,000,000 shares of Class B Common Stock and 40,000,000 shares of Preferred
Stock of which, as of the date hereof, no shares of Class A Common Stock,
11,250,000 shares of Class B Common Stock, and 500,000 shares of Preferred
Stock, Series A are issued and outstanding. Except as set forth on Schedule
5.16, there are no shares of capital stock of the Company reserved for issuance.
All of the outstanding shares of capital stock of the Company have been duly
authorized and are fully paid and non-assessable. The Preferred Shares, when
issued upon payment of the Purchase Price, and the shares of Class A Common
Stock when issued upon conversion of the Preferred Shares or upon exercise of
the Warrants, will be duly authorized, and, in each case, validly issued, fully
paid and nonassessable. Except for the Preferred Shares and the Warrants, the
Preferred Stock , Series A and related warrants and outstanding options to
purchase (i) an aggregate of 498,000 shares of Class A Common Stock at an
exercise price of $6.00 per share and (ii) an aggregate of 606,800 shares of
Class A Common Stock at an exercise price of $26.55 per share (the "Options"),
-------
there are no options, warrants or other rights to purchase shares of capital
stock or other securities of the Company, nor is the Company obligated in any
manner to issue shares of its capital stock or other securities. Except as
contemplated hereby and for relevant state and federal securities laws, there
are no restrictions on the transfer of shares of capital stock of the Company.

5.17 Solvency. On and as of the Closing Date, after giving effect to
--------
the transactions contemplated in this Agreement, the Company will be Solvent.

5.18 Private Offering. No form of general solicitation or general
----------------
advertising was used by the Company or, to its knowledge, its representatives in
connection with the offer or sale of the Preferred Shares. No registration of
the Preferred Shares pursuant to the provisions of the Securities Act or any
state securities or "blue sky" laws will be required by the offer, sale or
issuance of the Preferred Shares pursuant to this Agreement. The Company agrees
that neither it, nor anyone acting on its behalf, will offer or sell the
<PAGE>

Preferred Shares or any other security so as to require the registration of the
Preferred Shares pursuant to the provisions of the Securities Act or any state
securities or "blue sky" laws, unless such Preferred Shares are so registered.

5.19 Broker's, Finder's or Similar Fees. There are no brokerage
----------------------------------
commissions, finder's fees or similar fees or commissions payable in connection
with the transactions contemplated hereby based on any agreement, arrangement or
understanding with the Company or any of its Subsidiaries, or any action taken
by any such entity.

5.20 Full Disclosure. No statement by the Company contained in this
---------------
Agreement or any other documents, certificates, notices or consents
(collectively, "Documents") delivered to the Purchaser in connection with the
---------
purchase and sale of the Preferred Shares at or prior to the Closing contains
(or will contain) an untrue statement of a material fact or omits (or will omit)
to state a material fact required to be stated therein or necessary to make the
statements made, in the light of the circumstances in which made, not materially
false or misleading.

5.21 No Undisclosed Financial Liabilities. Except as set forth on
------------------------------------
Schedule 5.21, the Company and its Subsidiaries, after giving effect to the
transactions contemplated hereby, will not have any material direct or indirect
indebtedness, liability (including, without limitation, product liability or
warranty claim), obligation, whether known or unknown, fixed or unfixed,
contingent or otherwise, and whether or not of a kind required by GAAP to be set
forth on a financial statement (collectively "Financial Liabilities"), other
---------------------
than (i) Liabilities fully and adequately reflected on the 1999 Interim
Financials, (ii) those incurred since September 30, 1999 in the ordinary course
of business, and (iii) Liabilities incurred pursuant to this Agreement, the
Credit Agreement, the Discount Note Documents, the Registration Rights
Agreement, the Warrants or the Shareholders Agreement.

5.22 Material Contracts. Neither the Company nor any of its
------------------
Subsidiaries, nor, to the knowledge of the Company or any of its Subsidiaries,
any other party to such contracts, agreements and commitments, is in default
under any material contract, agreement, or commitment, including the Sprint PCS
Agreement, nor does any condition exist that with notice or lapse of time, or
both, would constitute a default thereunder. Neither the Company nor any of its
Subsidiaries has any knowledge of any proposed, pending or likely cancellation
or termination of any such material contract, agreement or commitment.

5.23 Internal Controls. The Company and the Subsidiaries maintain a
-----------------
system of internal accounting controls sufficient to provide reasonable
assurances that: (a) transactions are executed in accordance with management's
general or specific authorization; (b) transactions are recorded as necessary
(i) to permit preparation of financial statements in conformity with generally
accepted accounting principles and (ii) to maintain accountability for assets;
(c) access to assets is permitted only in accordance with management's general
or specific authorization; and (d) the recorded accountability for assets
<PAGE>

is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any material differences.

5.24 ERISA. Neither the Company nor any of the Subsidiaries has
-----
violated any provisions of ERISA, or the rules and regulations promulgated
thereunder, except for such violations which would not, individually or in the
aggregate, have a material adverse effect on the Condition of the Company. If
any plan subject to ERISA is adopted, the execution and delivery of this
Agreement and the sale of the Preferred Shares will not involve any non-exempt
prohibited transaction within the meaning of Section 406 of ERISA or Section
4975 of the Code.

5.25 Labor Relations. Except to the extent set forth in Schedule
---------------
5.29, (a) neither the Company nor any of its Subsidiaries is a party to any
collective bargaining agreement, (b) the Company and each of its Subsidiaries is
in compliance with all applicable laws respecting employment and employment
practices, terms and conditions of employment and wages and hours, including but
not limited to, the Workers Adjustment and Retraining Notification Act, and
neither the Company nor any of its Subsidiaries is engaged in any unfair labor
practice, (c) there is no unfair labor practice complaint against the Company or
any of its Subsidiaries or pending before the National Labor Relations Board,
(d) there is no labor strike, dispute, slowdown or stoppage actually pending or,
to the best of the Company's or any Subsidiary's knowledge, threatened against
or affecting the Company or any of its Subsidiaries, (e) with respect to the
Company or any of its Subsidiaries, no grievance or arbitration proceeding
arising out of or under collective bargaining agreements is pending or exists
and, to the best of the Company's or any Subsidiary's knowledge, no claim
therefor is threatened, and (f) neither the Company nor any of its Subsidiaries
has experienced any work stoppage or other labor difficulty since inception.

5.26 Personal Property. All Personal Property has been maintained in
-----------------
a manner consistent with the Company's past practices and with industry
standards, and the assets used in conjunction with the Communications Licenses
are sufficient to permit the Company to operate in accordance with the
Communications Act of 1934, as amended by the Telecommunications Act of 1996, as
amended (the "Communications Act") or the current rules, regulations and
------------------
policies of the FCC (the "FCC Rules") and with all other applicable Requirements
---------
of Law.

5.27 Intellectual Property. The Company or a Subsidiary has good and
---------------------
marketable title to all patents and trademarks, service marks, slogans, trade
names, logos, jingles, assumed names, fictional business names, copyrights,
licenses, permits and other similar intellectual property rights and interests
applied for, issued to or presently owned or used by the Company or any of its
Subsidiaries (other than programming and its contents used but not owned by the
Company or its Subsidiaries) which are material to the operation of its business
(together with the good will associated therewith, the "Intellectual Property"),
---------------------
free and clear of all Liens and, to the extent necessary, such Intellectual
Property has been duly registered in, filed in or issued by the United States
Copyright Office or the United
<PAGE>

States Patent and Trademark Office, as appropriate, the appropriate offices in
the various states of the United States and the appropriate offices of such
other jurisdictions where such registration, filing or issuance is necessary to
protect such Intellectual Property from infringement and for the conduct of the
business of the Company and its Subsidiaries.

5.28 FCC Matters; Operation and Condition of the Systems.
---------------------------------------------------

(a) The Company and its Subsidiaries have all requisite power
and authority and hold all Communications Licenses required under the
Communications Act, the FCC Rules or other state or local laws or rules to own
and operate their properties and to carry on the business of the Company and its
Subsidiaries as now conducted. To the best of the Company's knowledge, the
Company and its Subsidiaries, together with Sprint PCS, hold all Communications
Licenses required under the Communications Act, the FCC Rules or other state or
local laws or rules to own and operate the properties and carry on the PCS
Services in the Company's market area.

(b) The Company and its Subsidiaries are not parties to, nor to
the best knowledge of the Company and each Subsidiary is there threatened, any
investigation, notice of apparent liability, violation, forfeiture or other
notice, order or complaint issued by or before any court or regulatory body,
including the FCC, or of any other proceeding (other than proceedings of general
applicability) that could in any manner threaten or adversely affect the
validity or continued effectiveness of the Communications Licenses of the
Company and its Subsidiaries, nor to the best knowledge of the Company.

(c) The Company and its Subsidiaries are in compliance with the
Communications Licenses, the Communications Act, the FCC Rules or other state or
local laws or rules in all material respects. The Company and its Subsidiaries,
in their ownership and operation of the business of the Company and the
Subsidiaries, are operating only those facilities for which an appropriate
license, waiver, consent, permit or other authorization has been obtained and is
in effect, and the Subsidiaries and the Company are meeting the conditions of
such Communications Licenses.

(d) The Company and the Subsidiaries are not aware of any
facts, and the Company and the Subsidiaries have received no notice or other
communication, indicating that the Company and the Subsidiaries, in their
ownership and operation of the business of the Company and the Subsidiaries, are
not in compliance with all requirements of (i) applicable FCC Rules or the
Communications Act, or (ii) applicable state and local statutes, regulations and
ordinances. Except as set forth on Schedule 5.32(f), neither the Company nor any
Subsidiary is aware of any facts, and the Company and the Subsidiaries have
received no notice or communication, formal or informal, indicating that the FCC
is considering modifying, revoking, suspending, canceling, rescinding or
terminating any Communications License.
<PAGE>

(e) The Company and its Subsidiaries have all the licenses,
waivers, consents, permits or other authorizations issued or granted by the
relevant state authorities in connection with the ownership and operation of the
cellular, paging, PCS Services, LMDS, local exchange, long distance or Internet
services provided, or to be provided, by the Company and its Subsidiaries, and
for all communication sites to be constructed by the Company, the Company has or
will obtain all zoning and other municipal approvals necessary for the
construction of such sites, other than such zoning and approvals the failure of
which to obtain would not have a material adverse effect on the Condition of the
Company.

(f) No consent, waiver or other action of, or filing or
notification to, the FCC is required for the consummation of the transactions
contemplated hereby.

Article 6

REPRESENTATIONS AND WARRANTIES
AND COVENANTS OF THE PURCHASER
------------------------------

The Purchasers represents and warrants to, and covenants and agrees
with, the Company as follows:

6.1 Existence and Power. The Purchaser:
-------------------

(a) is duly organized and validly existing under the laws of the
jurisdiction of its organization; and

(b) has the power and authority to own and operate its property,
to lease the property it operates as lessee and to conduct the business in which
it is currently, or is currently proposed to be, engaged.

6.2 Authorization; No Contravention. The execution, delivery and
-------------------------------
performance by the Purchaser of this Agreement:

(a) is within the Purchaser's power and authority and has been
duly authorized by all necessary action;

(b) does not contravene the terms of the Purchaser's
organizational documents or any amendment thereof; and

(c) will not violate, conflict with or result in any breach or
contravention of or the creation of any Lien under, any Contractual Obligation
of the Purchaser, or any order or decree directly relating to the Purchaser.
<PAGE>

6.3 Binding Effect. This Agreement and, when executed by the Company
--------------
on the Closing Date, the Registration Rights Agreement and the Shareholders
Agreement have been duly executed and delivered by the Purchaser, and constitute
the legal, valid and binding obligations of the Purchaser enforceable against it
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.

6.4 No Legal Bar. The execution, delivery and performance of this
------------
Agreement, the Registration Rights Agreement and the Shareholders Agreement will
not violate any Requirement of Law or any Contractual Obligation of the
Purchaser.

6.5 Purchase for Own Account. The Preferred Shares (including, for
------------------------
purposes of this Section 6.5, any Class A Common Stock issuable upon conversion
of the Preferred Shares or upon exercise of the Warrants) to be acquired by the
Purchaser pursuant to this Agreement are being acquired for its own account and
with no intention of distributing or reselling such securities or any part
thereof in any transaction that would be in violation of the securities laws of
the United States of America, or any state, without prejudice, however, to the
rights of the Purchaser at all times to sell or otherwise dispose of all or any
part of the Preferred Shares under an effective registration statement under the
Securities Act, or under an exemption from such registration available under the
Securities Act, and subject, nevertheless, to the disposition of the Purchaser's
property being at all times within its control. If the Purchaser should in the
future decide to dispose of any Preferred Shares, the Purchaser understands and
agrees that it may do so only in compliance with the Securities Act and
applicable state securities laws, as then in effect. If the Purchaser should
decide to dispose of any Preferred Shares, other than pursuant to the provisions
of the Registration Rights Agreement, the Purchaser, if requested by the
Company, will have the obligation in connection with such disposition, at the
Purchaser's expense, of delivering an opinion of counsel of recognized standing
in securities law, in connection with such disposition to the effect that the
proposed disposition of the Preferred Shares would not be in violation of the
Securities Act or any applicable state securities laws and, assuming such
opinion is required and is otherwise appropriate in form and substance under the
circumstances, the Company will accept, and will recommend to any applicable
transfer agent or trustee for any of the Preferred Shares that it accept, such
opinion. The Purchaser agrees to the imprinting, so long as required by law, of
a legend on certificates representing all of the Preferred Shares and the shares
of Common Stock issued on conversion thereof or upon exercise of the Warrants
substantially to the following effect:

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
<PAGE>

STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION
REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

6.6 Broker's, Finder's or Similar Fees. There are no brokerage
----------------------------------
commissions, finder's fees or similar fees or commissions payable in connection
with the transactions contemplated hereby based on any agreement, arrangement or
understanding with the Purchaser or any action taken by the Purchaser.

Article 7

INDEMNIFICATION
---------------

7.1 Indemnification by the Company. In addition to all other sums due
------------------------------
hereunder or provided for in this Agreement, the Company agrees to indemnify and
hold harmless the Purchaser and its Affiliates and their respective officers,
directors, agents, employees, subsidiaries, partners and controlling persons
(each, an "Indemnified Party") to the fullest extent permitted by law from and
-----------------
against any and all losses, claims, damages, expenses (including reasonable
fees, disbursements and other charges of counsel) or other liabilities
("Liabilities") resulting from any breach of any covenant, agreement,
-----------
representation or warranty of the Company in this Agreement or any legal,
administrative or other actions (including actions brought by the Company or any
equity holders of the Company or derivative actions brought by any Person
claiming through the Company or in the Company's name), proceedings or
investigations (whether formal or informal), or written threats thereof, based
upon, relating to or arising out of this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Warrants, and the Shareholders Agreement or
the transactions contemplated hereby or thereby, or any Indemnified Party's role
therein or in the transactions contemplated hereby or thereby; provided,
--------
however, that the Company shall not be liable under this Section 7.1: (a) for
- -------
any amount paid in settlement of claims without the Company's consent (which
consent shall not be unreasonably withheld or delayed), or (b) to the extent
that it is finally judicially determined that such Liabilities resulted
primarily from the willful misconduct, bad faith or gross negligence of such
Indemnified Party; provided, further, that if and to the extent that such
-------- -------
indemnification is unenforceable for any reason, the Company shall make the
maximum contribution to the payment and satisfaction of such indemnified
liability permissible under applicable laws. In connection with the obligation
of the Company to indemnify for expenses as set forth above, the Company further
agrees promptly to reimburse each Indemnified Party for all such expenses
(including reasonable fees, disbursements and other charges of counsel) as such
expenses are incurred by such Indemnified Party; provided, however, that if an
-------- -------
Indemnified Party is reimbursed hereunder for any expenses, such reimbursement
of expenses shall be refunded promptly to the Company to the extent it is
finally judicially determined that the Liabilities in question resulted
primarily from the willful misconduct, bad faith or gross negligence of such
Indemnified Party.
<PAGE>

7.2 Notification. Each Indemnified Party under this Article 7 will,
------------
promptly after the receipt of notice of the commencement of any action or other
proceeding against such Indemnified Party in respect of which indemnity may be
sought from the Company under this Article 7, notify the Company in writing of
the commencement thereof. The failure of any Indemnified Party to so notify the
Company of any such action shall not relieve the Company from any liability
which it may have to such Indemnified Party (a) other than pursuant to this
Article 7, or (b) under this Article 7 unless, and only to the extent that, such
omission results in the Company's forfeiture of substantive rights or defenses.
In case any such action or other proceeding shall be brought against any
Indemnified Party and it shall notify the Company of the commencement thereof,
the Company shall be entitled to participate therein and, to the extent that it
may wish, to assume the defense thereof, with counsel reasonably satisfactory to
such Indemnified Party; provided, however, that any Indemnified Party may, at
-------- -------
its own expense, retain separate counsel to participate in such defense.
Notwithstanding the foregoing, in any action or proceeding in which both the
Company and an Indemnified Party is, or is reasonably likely to become, a party,
such Indemnified Party shall have the right to employ separate counsel at the
Company's expense and to control its own defense of such action or proceeding
if, in the reasonable opinion of counsel to such Indemnified Party, (a) there
are or may be legal defenses available to such Indemnified Party or to other
indemnified parties that are different from or additional to those available to
the Company, or (b) any conflict or potential conflict exists between the
Company and such Indemnified Party that would make such separate representation
advisable; provided, however, that in no event shall the Company be required to
-------- -------
pay fees and expenses under this Article 7 for more than one firm of attorneys
in any jurisdiction in any one legal action or group of related legal actions.
The Company agrees that the Company will not, without the prior written consent
of the Purchaser, settle, compromise or consent to the entry of any judgment in
any pending or threatened claim, action or proceeding relating to the matters
contemplated hereby (if any Indemnified Party is a party thereto or has been
actually threatened to be made a party thereto) unless such settlement,
compromise or consent includes an unconditional release of the Purchaser and
each other Indemnified Party from all liability arising or that may arise out of
such claim, action or proceeding. The rights accorded to Indemnified Parties
hereunder shall be in addition to any rights that any Indemnified Party may have
at common law, by separate agreement or otherwise.

7.3 Registration Rights Agreement. Notwithstanding anything to the
-----------------------------
contrary in this Article 7, the indemnification and contribution provisions of
the Registration Rights Agreement shall govern any claim made with respect to
registration statements filed pursuant thereto or sales made thereunder.

<PAGE>

Article 8

AFFIRMATIVE COVENANTS
---------------------

The Company hereby covenants and agrees (a) with the Purchaser, with
respect to all of this Article 8, and (b) with any other Holder, with respect to
all of this Article 8 except Sections 8.1(c), (d) and (e), 8.8, and 8.9:

8.1 Financial Statements. The Company shall promptly deliver to the
--------------------
Purchaser and (except with respect to Section 8.1(c), (d) and (e)) any other
Holder:

(a) as soon as available, but not later than ninety (90) days
after the end of each fiscal year of the Company, a copy of the audited
consolidated balance sheet of the Company and its Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income and cash
flows for such fiscal year, setting forth, in each case, in comparative form,
the figures for the previous year, all in reasonable detail and accompanied by a
management discussion and analysis of the operations of the Company and its
Subsidiaries for such fiscal year and by the opinion of Ernst & Young (or any
successor thereto) or another nationally recognized independent public
accounting firm, which report shall state that such consolidated financial
statements present fairly the financial position for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (except for
changes with respect to which such accounting firm concurs); provided, however,
-------- -------
that the delivery of a copy of the Company's Annual Report on Form 10- K shall
satisfy the requirements of this Section 8.1(a);

(b) commencing with the fiscal period ending on March 31, 2000
as soon as available, but in any event not later than forty-five (45) days after
the end of each of the first three fiscal quarters of each year, the unaudited
consolidated balance sheet of the Company and its Subsidiaries, and the related
consolidated statements of income and cash flow for such quarter and for the
period commencing on the first day of the fiscal year and ending on the last day
of such quarter, all certified by an appropriate officer of the Company;
provided, however that the delivery of a copy of the Company's Quarterly Report
- -------- -------
on Form 10-Q shall satisfy the requirements of this Section 8.1(b);

(c) commencing with the month ending on March 31, 2000 as soon
as available, but in any event not later than thirty (30) days after the end of
each month, the unaudited monthly and year-to-date financial statements setting
forth, in each case, in comparative form, the figures for the previous year and
the budget figures, all certified by an appropriate officer of the Company;

(d) as soon as available and in any event not later than thirty
(30) days prior to the end of each fiscal year, the budget of the Company and
its Subsidiaries for the next succeeding fiscal year, including cash flow
projection and operating budget, calculated monthly, and, as soon as available,
any updates or revisions to such financial plan;
<PAGE>

(e) annual budgets and such other financial and operating data
of the Company and its Subsidiaries, as the Purchaser reasonably may request, to
the extent that such information is formally prepared for the Company's
Chairman, President, Board of Directors, banks, other lenders, holders of
securities of the Company, the Commission or the financial community;

(f) at any time when it is not subject to Section 13 or 15(d) of
the Exchange Act, upon request, to the Purchaser and prospective purchasers of
the Preferred Shares, information of the type that would satisfy the requirement
of subsection (d)(4)(i) of Rule 144A (or any similar successor provision) under
the Securities Act; and

(g) except as otherwise provided in Section 8.1(a) and (b),
promptly after the same are filed, copies of all Commission Documents.

8.2 Certificates; Other Information. The Company shall furnish to
-------------------------------
the Purchaser and to any other Holder:

(a) concurrently with the delivery of the financial statements
referred to in Section 8.1(a) or 8.1(b), a certificate of the Company's Chief
Financial Officer stating that to the best of knowledge of such officer there is
no default under or breach of Articles 8 and 9, except as specified in such
certificates; and

(b) promptly upon receipt, copies of all accountants' management
letters and all certificates relating to compliance, defaults, material
litigation, and other material adverse changes.

8.3 Preservation of Corporate Existence. The Company shall:
-----------------------------------

(a) preserve and maintain in full force and effect its corporate
or organizational existence and good standing under the laws of its jurisdiction
of incorporation or organization, except as permitted by Section 9.1;

(b) preserve and maintain in full force and effect all material
rights, privileges, qualifications, licenses and franchises necessary in the
normal conduct of its business; and

8.4 Payment of Obligations. The Company shall, and shall cause each
----------------------
of its Subsidiaries to, pay and discharge as the same shall become due and
payable, all their respective obligations and liabilities, including:

(a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by

<PAGE>

appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Company or such Subsidiary;

(b) all lawful claims which the Company and each of its
Subsidiaries is obligated to pay, which are due and which, if unpaid, might by
law become a Lien upon its property, unless the same are being contested in good
faith by appropriate proceedings and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; and

(c) all payments of principal of and interest on Indebtedness
when due (giving effect to any grace periods relating thereto).

8.5 Compliance with Laws. The Company shall comply, and shall cause
--------------------
each of its Subsidiaries to comply, in all material respects with all
Requirements of Law and with the directions of any Governmental Authority having
jurisdiction over it or its business, except the failure to so comply would not
have a material adverse effect on the Condition of the Company.

8.6 Notices. Upon knowledge of the Chief Executive Officer, the
-------
President or the Chief Financial Officer of the Company of the events described
below, the Company shall give written notice within 15 days to the Purchaser of
any (a) material default or event of default under any material Contractual
Obligation of the Company or any of its Subsidiaries, or (b) material dispute,
litigation, investigation, proceeding or suspension which may exist at any time
against the Company, any of its Subsidiaries, or any of its or their assets, in
each case accompanied by a statement setting forth details of the occurrence
referred to therein and stating what action the Company proposes to take with
respect thereto.

8.7 Reservation of Shares. The Company shall at all times (i) reserve
---------------------
and keep available out of its authorized Class A Common Stock, solely for the
purpose of issue or delivery upon conversion of the Preferred Shares, and (ii)
keep available out of its authorized Class A Common Stock, solely for the
purpose of issue or delivery upon exercise of the Warrants as provided in the
Charter Amendment and the Warrants, such number of shares of Class A Common
Stock as shall then be issuable or deliverable upon the conversion of all
outstanding Preferred Shares and upon the exercise of all outstanding Warrants.
Such shares of Class A Common Stock shall, when issued or delivered in
accordance with the Charter Amendment or Warrants, be duly and validly issued
and fully paid and non-assessable. The Company shall issue the Class A Common
Stock into which the Preferred Shares are convertible or Warrants are
exercisable upon the proper surrender of the Preferred Shares in accordance with
the provisions of the Charter Amendment or the Warrants and shall otherwise
comply with the terms thereof.

8.8 Inspection. The Company will permit, and will cause each of its
----------
Subsidiaries to permit, representatives of the Purchaser to visit and inspect
any of its properties, to examine its corporate, financial and operating records
and make copies thereof

<PAGE>

or abstracts therefrom, and to discuss its affairs, finances and accounts with
their respective directors, officers and independent public accountants, all at
such reasonable times during normal business hours and as often as may be
reasonably requested, upon reasonable advance notice to the Company, and all at
the expense of the Purchaser.

8.9 Registration and Listing. If any shares of Class A Common Stock
------------------------
required to be reserved for purposes of conversion of the Preferred Shares or
exercise of the Warrants, as provided in the Charter Amendment or the Warrants,
require registration with or approval of any Governmental Authority under any
Federal or state or other applicable law before such Class A Common Stock may be
issued or delivered upon conversion or exercise, the Company will endeavor in
good faith and as expeditiously as possible to cause such Class A Common Stock
to be duly registered or approved, as the case may be, unless such registration
or approval is required solely because of a breach of the Purchaser's
representation contained in Section 6.5. In the event that the Class A Common
Stock is quoted or listed on any national securities exchange, the Company, if
permitted by the rules of such system or exchange, will quote or list and keep
quoted or listed on such exchange, upon official notice of issuance, all Class A
Common Stock issuable or deliverable upon conversion of the Preferred Shares or
upon exercise of the Warrants. In addition, at the request of the Purchaser, the
Company will endeavor in good faith and as expeditiously as possible, to use its
best efforts to obtain private placement numbers for the Preferred Shares and
the Class A Common Stock issued upon conversion of the Preferred Shares or upon
exercise of the Warrants, assigned by the CUSIP Service Bureau of Standard &
Poor's ratings group and make such securities PORTAL and DTC eligible.

8.10 Sprint PCS Agreement. The Company shall notify the Purchaser as
--------------------
soon as possible of (a) any material change or development, or threatened
material change or development, with respect to the Sprint PCS Agreement or with
respect to the transactions contemplated by the Sprint PCS Agreement, or (b) any
material adverse change in the Company's or any Subsidiary's relationship with
Sprint PCS.

Article 9

NEGATIVE COVENANTS
------------------

The Company hereby covenants and agrees with the Purchaser and each
Holder that so long as any Preferred Shares are outstanding:

9.1 Consolidations and Mergers. The Company shall not merge,
--------------------------
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whenever acquired), and the Company shall not allow any of
its Subsidiaries to merge or consolidate with or into any other Person except
the Company or another Subsidiary of the Company, except the Company may
consolidate or merge with or into, or sell all or substantially all of its
assets to, any Person if:

<PAGE>

(a) The corporation or partnership formed by such consolidation
or surviving such merger or the Person which acquires all or substantially all
of the assets of the Company shall be (after giving effect to such transaction)
a Solvent corporation or partnership organized or formed, as the case may be,
and existing under, the laws of the United States, any state thereof, or the
District of Columbia, and shall expressly assume in writing all of the
obligations of the Company under this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Warrants and the Shareholders Agreement;

(b) immediately after giving effect to such transaction, no
default under, or breach of, the provisions of Articles 8 and 9 exists;

(c) the corporation or partnership formed by or surviving any
such transaction or the Person which acquires all or substantially all of the
assets of the Company shall have a Consolidated Net Worth at least equal to the
Consolidated Net Worth of the Company immediately prior to such transaction; and

(d) the Company shall have furnished to the Holders (i) an
opinion of counsel satisfactory to a majority in interest of the holders of
Preferred Stock addressing the matters (other than Solvency) set forth in clause
(a) above, and (ii) a certificate of the Chief Financial Officer of the Company
to the effect that such transaction has been consummated in compliance with the
foregoing requirements; provided that nothing in this Section 9.1 shall affect
the rights of any Holder under this Agreement, the Preferred Shares, the
Registration Rights Agreement, the Warrants and the Shareholders Agreement.

9.2 Transactions with Affiliates. Except as described in the
----------------------------
Offering Memorandum under the caption "Certain Relationships and Related
Transactions -- Affiliate Transactions", the Company shall not, and shall not
permit any of its Subsidiaries to, enter into any transaction with any Affiliate
of the Company or of any such Subsidiary, unless such transaction is on terms no
less favorable to the Company or such Subsidiary as would be obtainable by the
Company or such Subsidiary at the time of such transaction in an arm's- length
transaction with a Person that is not an Affiliate of the Company or of such
Subsidiary. The Company shall not, and shall not permit any of its Subsidiaries
to, amend or modify any material provision of any existing contract, agreement
or commitment, whether written or oral, between the Company or any of its
Subsidiaries, on the one hand, and an Affiliate of the Company or of any such
Subsidiary, on the other hand, unless such amendment or modification is on terms
no less favorable to the Company or such Subsidiary as would be obtainable by
the Company or such Subsidiary at the time of such amendment or modification in
an arm's-length transaction with a Person that is not an Affiliate of the
Company or of such Subsidiary.

9.3 No Inconsistent Agreements. Neither the Company nor any of its
--------------------------
Subsidiaries shall enter into any loan or other agreement, or enter into any
amendment or other modification to any currently existing agreement, which by
its terms restricts or prohibits the ability of the Company to issue Common
Stock upon conversion of the

<PAGE>

Preferred Shares or upon exercise of the Warrants in accordance with the Charter
Amendment, the Warrants and this Agreement, or to perform its obligations under
this Agreement, the Registration Rights Agreement, the Warrants and the
Shareholders Agreement.

9.4 LEC Unwired. Notwithstanding any other provision of this
-----------
Agreement, the Company's Articles of Incorporation, the Registration Rights
Agreement, the Shareholders Agreement or any other agreement to the contrary,
the Company shall be entitled to distribute, spin-off, or otherwise transfer its
shares of LEC Unwired through a dividend or other method to the Company's
shareholders without any notice to, consent from, or payment to any Holder.

Article 10

DISPOSITIONS
------------

10.1 Dispositions by the Purchaser.
-----------------------------

(a) In the event that, prior to an IPO, the Purchaser shall
desire to sell or otherwise transfer any of the Preferred Shares, the Purchaser
shall give the Company written notice of its desire to sell such securities,
which notice shall specify (i) the number of such securities the Purchaser
desires to sell, (ii) the price at, and the terms and conditions on, which the
Purchaser desires to sell such securities, and (iii) the identity of all Persons
whom the Purchaser intends to contact in connection with the proposed sale (the
"Contact List"), and the Purchaser shall offer to sell such securities to the
------------
Company at such price and on such terms and conditions. If, within thirty (30)
days of receiving such notice, the Company does not accept such offer in
writing, the Purchaser shall be free for a period of six months to enter into a
definitive agreement to sell such securities to any Person on the Contact List
at a price not less than the price offered to the Company, and on terms and
conditions substantially equivalent to those offered to the Company. If the
Purchaser does not sell such securities in such a manner within such six-month
period, the Purchaser may not thereafter sell or transfer such securities
without again complying with the provisions of the first sentence of this
Section 10.1(a). If, within the thirty-day period specified in the preceding
sentence, the Company does accept such offer in writing, then the Company shall
purchase such securities as promptly as is reasonably practicable, but in no
event later than thirty (30) days following such acceptance. If, after such
acceptance, the Company for whatever reason fails to purchase such securities on
or prior to the date specified in the preceding sentence, the Purchaser may,
among other remedies available to it, sell such securities to any Person on the
Contact List at any price and on any terms.

(b) Notwithstanding anything in this Section 10.1 to the
contrary, the Purchaser may, at any time and from time to time, sell or
otherwise transfer Common Stock or Preferred Shares (i) pursuant to an exchange
offer or a tender offer not opposed by a majority of the Company's Board of
Directors, (ii) pursuant to any all cash tender offer
<PAGE>

made by any Person for all of the issued and outstanding Common Stock, (iii)
pursuant to the Registration Rights Agreement, (iv) to any of the Purchaser's
Affiliates, or (v) to the Purchaser's limited partners, if any, pursuant to a
pro rata distribution; provided, however, that any Affiliates (or limited
-------- -------
partners, if any) of the Purchaser to which such securities are transferred
shall agree to be bound by all of the transfer restrictions set forth in this
Section 10.1.

(c) Except as otherwise provided in Section 10.1(b), any
securities transferred by the Purchaser shall not thereafter be subject to the
provisions of this Section 10.1.

10.2 Equity Put Option.
-----------------

(a) If the holders of a majority of the Preferred Stock, Series
A require the Company to redeem their shares of Preferred Stock, Series A
pursuant to Section 10.2 of the Fund Securities Purchase Agreement, all Holders
of the Preferred Shares (the "Participating Holders") shall by written notice to
the Company (a "Demand Notice"), require the Company to redeem all of the then
-------------
outstanding Preferred Shares at a redemption price per share of Common Stock
into which such Preferred Shares are convertible at the time of redemption equal
to the Put Price (it being understood that Preferred Stock, Series A is
convertible into Class A or Class B Common Stock depending on who the holder is
and Preferred Stock, Series B is convertible into Class A Common Stock;
provided, however, that the right to require redemption pursuant to this Section
- -------- -------
10.2 shall expire and be of no further force or effect following the
consummation of an IPO. Notice of a request for redemption pursuant to this
Section 10.2 shall be sent in accordance with Section 11.2 of this Agreement.
The Company shall redeem the Preferred Stock required to be redeemed pursuant to
such Demand Notice no later than ninety (90) days after the Per Share Equity
Value is determined in accordance with Section 10.2(c), but in no event later
than the 180th day after the Company receives such Demand Notice (the
"Redemption Date"). In the event that the Company redeems less than all of the
---------------
Preferred Stock required to be redeemed pursuant to such Demand Notice,
redemption pursuant to this Section 10.2 shall be pro rata among the
Participating Holders. On or prior to the Redemption Date, each Participating
Holder shall be entitled to receive payment of the Per Share Equity Value for
each of the Preferred Shares such Participating Holder required be redeemed on
the Redemption Date, in immediately available funds upon actual delivery to the
Company or its transfer agent of such Preferred Share certificates.
Notwithstanding anything to the contrary in this Section, in the event the
Company fails to redeem any Preferred Stock required to be redeemed pursuant to
a Demand Notice on the Redemption Date solely as a result of the terms of any
Indebtedness for borrowed money of the Company prohibiting such redemption and
the Company is unable to obtain waivers to such prohibition or to refinance such
Indebtedness (a "Prohibitive Event"), then the Company shall pay such amount as
-----------------
soon as possible, but the Participating Holders' sole remedy for such failure
shall be pursuant to Section 10.2(b); provided that the Company shall use its
commercially reasonable efforts to obtain waivers to the terms of any
Indebtedness for borrowed money of the Company prohibiting such
<PAGE>

redemption or to refinance such Indebtedness. If the Company fails to redeem any
of the Preferred Stock required to be redeemed pursuant to a Demand Notice for
any reason other than a Prohibitive Event, the Participating Holders shall be
entitled to take any and all remedies hereunder and at law or in equity.

(b) If, on or before the Redemption Date, the Company has not
redeemed in full all of the Preferred Shares required to be redeemed by such
date pursuant to Section 10.2(a) because of a Prohibitive Event, the Company
shall issue to each such Participating Holder of Preferred Shares Warrants
immediately exercisable into that number of shares of Class A Common Stock equal
to five percent (5%) of the number of shares of Class A Common Stock to which
such Participating Holder would be entitled if such Participating Holder were to
convert all of the shares of Preferred Shares held by such Holder on the
Redemption Date (after taking into account any Preferred Shares redeemed on such
date) into shares of Class A Common Stock. For every six-month period following
the Redemption Date during which the Company fails to redeem in full all of the
Preferred Shares such Participating Holders required to be redeemed pursuant to
a Demand Notice because of a Prohibitive Event, the Company shall issue
additional Warrants to each such Participating Holder on the final day of such
six-month period, which Warrants shall be immediately exercisable into that
number of shares of Class A Common Stock equal to five percent (5%) of the
number of shares of Class A Common Stock to which such Participating Holder
would be entitled if such Participating Holder were to convert all of its
Preferred Shares held by it on the first day of such six-month period (after
taking into account all redemptions of Preferred Stock on or prior to such date)
into shares of Class A Common Stock on such date.

(c) The "as if fully distributed value" (as that term is used in
the definition of Per Share Equity Value) shall be the value determined under
the Fund Securities Purchase Agreement.

(d) If the Company fails to redeem any Preferred Stock on the
Redemption Date required to be redeemed pursuant to a Demand Notice, at the
request of the Participating Holders holding a majority of the Preferred Stock
which had been included in such demand but which are still outstanding, the Per
Share Equity Value of the shares of Common Stock (Class A or Class B, as
applicable) into which such shares of Preferred Stock are exercisable shall be
redetermined as of one or more dates after the Redemption Date in accordance
with the definition thereof and Section 10.2(c) until all the shares of
Preferred Stock required to be redeemed are redeemed in full; provided that in
--------
no event shall the appraisal process set forth in Section 10.2(c) occur more
than once every six months.
<PAGE>

Article 11

MISCELLANEOUS

11.1 Survival of Provisions. All warranties, representations,
----------------------
covenants and agreements made by the Company in or under this Agreement shall be
considered to have been relied upon by the Purchaser and shall survive the
execution and delivery of this Agreement and the issuance to the Purchaser of
the Preferred Shares, regardless of any investigation made by or on behalf of
the Purchaser. All warranties, representations and covenants made by the
Purchaser shall survive the execution and delivery of this Agreement and the
issuance to the Purchaser of the Preferred Shares. Except as otherwise set forth
in Articles 8 or 9, all of the representations and warranties made herein and
each of the provisions of Articles 5, 6, 7, 10 and 11 shall survive the
execution and delivery of this Agreement, any investigation by or on behalf of
the Purchaser or any Affiliate, acceptance of the Preferred Shares and payment
therefor, payment or prepayment of the Preferred Shares upon redemption or
otherwise, conversion of the Preferred Shares or termination of this Agreement;
provided that the representations and warranties set forth in Articles 5 and 6
shall expire and terminate upon the conversion of all of the Preferred Shares
into Common Stock.

11.2 Notices. All notices, demands and other communications provided
-------
for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopier, courier
service or personal delivery:

(a) if to the Purchaser at the following address:

TCW/Crescent Mezzanine
11100 Santa Monica Boulevard
Suite 2000
Los Angeles, CA 90025
Attention: Mr. Rufus Rivers

with a copy to:
<PAGE>

(b) if to the Company at the following address:

US Unwired Inc.
Hibernia Tower
One Lakeshore Drive, Suite 1900
Lake Charles, LA 70629
Telecopier No.: (318) 497-3197
Attention: William Henning, Jr.

with a copy to:

Thomas G. Henning, Esq.
Post Office Box 3709
Lake Charles, Louisiana 70602
Telecopier No.: (318) 497-3479

All such notices and communications shall be deemed to have been duly
given: (i) when delivered by hand, if personally delivered; (ii) when delivered
by courier, if delivered by commercial overnight courier service; (iii) five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
(iv) when receipt is acknowledged, if telecopied.

11.3 Successors and Assigns. This Agreement shall inure to the benefit
----------------------
of and be binding upon the successors and permitted assigns of the parties
hereto. The Purchaser may assign any of its rights under this Agreement, the
Preferred Shares, the Registration Rights Agreement, the Warrants or the
Shareholders Agreement to any of its Affiliates. Subject to the restrictions of
this Agreement, the Purchaser may assign any of its rights under this Agreement
(other than those set forth in Section 8.1(c), (d) or (e), or 8.9) or the
Preferred Shares, or a portion thereof to any other Holder. The Company may not
assign any of its rights under this Agreement without the written consent of the
Purchaser. Except as provided in Article 7 and this Section 11.3, no Person
other than the parties hereto is intended to be a beneficiary of this Agreement.

11.4 Amendment and Waiver. No failure or delay on the part of the
--------------------
Company or the Purchaser in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right, power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The remedies provided for
herein are cumulative and are not exclusive of any remedies that may be
available to the Company or the Purchaser at law, in equity or otherwise. Any
amendment, supplement, modification or termination of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and any consent
to any departure by the Company from the terms of any provision of this
Agreement, shall be effective only in the specific instance and for the specific
purpose for which made or given
<PAGE>

and shall be effective only when signed in writing by or on behalf of holders of
at least two- thirds of the Common Stock issued and issuable upon conversion of
the Preferred Stock, Series A and Preferred Stock, Series B, collectively
(whether or not converted), it being understood that the terms of this Agreement
may be waived or amended with the written consent of holders of at least two-
thirds of the Common Stock issued and issuable upon conversion of the Preferred
Stock, Series A and Preferred Stock, Series B, collectively (whether or not
converted). Except where notice is specifically required by this Agreement, no
notice to or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances.

11.5 Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

11.6 Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.

11.7 Determinations. Except where any provision expressly requires
--------------
that a determination be reasonable or a consent not be unreasonably withheld, or
be subject to qualifications to similar effect, all determinations to be made by
the Company, the Purchaser or any Holder hereunder in its opinion or judgment or
with its approval or otherwise shall be made by it in its sole discretion.

11.8 Governing Law. This Agreement has been negotiated, executed and
-------------
delivered in the State of New York and shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.

11.9 Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially
impair the benefits of the remaining provisions hereof.

11.10 Rules of Construction. Unless the context otherwise requires,
---------------------
(a) "or" is not exclusive, (b) references to Articles, Sections or subsections
refer to Articles, Sections or subsections of this Agreement, and (c) the words
"include," "includes" and "including" do not limit the preceding words or terms
and shall be deemed to be followed by the words "without limitation."

11.11 Remedies. If a breach of this Agreement or the Charter Amendment
--------
by the Company occurs and is continuing, any Holder may pursue any available
remedy by proceeding at law or in equity to enforce the performance (including
specific performance)
<PAGE>

of any provision of this Agreement or the Charter Amendment. A Holder may
maintain a proceeding even if it does not possess any of the Preferred Shares or
does not produce any of them in the proceeding. Except as otherwise provided by
law, a delay or omission by any Holder in exercising any right or remedy
accruing upon any such breach shall not impair the right or remedy or constitute
a waiver of or acquiescence in any such breach. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

11.12 Entire Agreement. This Agreement, together with the Exhibits and
----------------
Schedules hereto, the Charter Amendment, the Registration Rights Agreement, the
Warrants and the Shareholders Agreement, is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein or therein. This Agreement, together with the Exhibits and Schedules
hereto, the Charter Amendment, the Registration Rights Agreement, the Warrants,
and the Shareholders Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.

11.13 Attorneys' Fees. In any action or proceeding brought to enforce
---------------
any provision of this Agreement, the Charter Amendment, the Registration Rights
Agreement, the Warrants and the Shareholders Agreement or any other document or
instrument contemplated hereby or thereby, or where any provision hereof or
thereof is validly asserted as a defense, the successful party shall be entitled
to recover reasonable attorneys' fees, charges and disbursements in addition to
any other available remedy.

11.14 Publicity. If any announcement is required by law to be made by
---------
any party hereto, prior to making such announcement such party will deliver a
draft of such announcement to the other parties and shall give the other parties
an opportunity to comment thereon.

11.15 Expenses. Each party shall bear their own expenses, including
--------
legal fees, incurred in connection with the consummation of the transactions
contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their respective representatives hereunto duly
authorized as of the date first above written.

US UNWIRED INC.

By: /s/ Thomas G. Henning
-----------------------------------
Name: Thomas G. Henning
Title: Secretary
<PAGE>

TCW Leveraged Income Trust, L.P.

By: TCW Investment Management Company, as investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW Advisors (Bermuda), Ltd., as general partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
Title: Group Managing Director
<PAGE>

TCW Leveraged Income Trust II, L.P.

By: TCW Investment Management Company, as Investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW (LINC II), L.P., as general partner

By: TCW Advisors (Bermuda), Ltd., as its general partner

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
Title: Group Managing Director
<PAGE>

TCW Shared Opportunity Fund III, L.P.

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
Title: Group Managing Director
<PAGE>

Shared Opportunity Fund IIB, LLC

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
Title: Group Managing Director
<PAGE>

TCW Shared Opportunity Fund II, L.P.

By: TCW Investment Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
---------------------------------
Name: Robert D. Beyer
Title: Group Managing Director
<PAGE>

TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
TCW/CRESCENT MEZZANINE TRUST II

By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner

By: TCW/Crescent Mezzanine, L.L.C.
its general partner

By: /s/ Jean-Marc Chapus
---------------------------------
Name: Jean-Marc Chapus
Title: President
<PAGE>

BROWN UNIVERSITY THIRD CENTURY FUND

By: /s/ Melissa V. Weiler
-----------------------------------
Name: Melissa V. Weiler,
its Investment Advisor

<PAGE>

EXHIBIT 10.18

FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

This First Amendment to Shareholders Agreement ("First Amendment") is
entered into as of February 15, 2000 among US Unwired Inc., a Louisiana
corporation (the "Company"), The 1818 Fund III, L.P., a Delaware limited
partnership (the "Purchaser"), TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Shared Opportunity Fund II, L.P., TCW
Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust, L.P., each of which
is a Delaware entity, and Brown University Third Century Fund (collectively, the
"TCW Entities"), and the shareholders of the Company listed on the signature
pages hereto.

RECITALS
--------

A. The Company, the Purchaser and the Shareholders of the Company listed
on the signature pages hereto entered into that certain Shareholders
agreement (the "Shareholders Agreement") dated as of October 29, 1999.

B. The parties to the Shareholders Agreement desire to amend the
Shareholders Agreement to allow each of the TCW Entities to be a party
thereto.

NOW, THEREFORE, in consideration of mutual promises and agreements set forth
herein, the parties hereto agree as follows:

1. The preamble to the Shareholders Agreement is hereby amended to delete
the following recital:

"WHEREAS, pursuant to a Securities Purchase Agreement, dated as of
October 29, 1999 (the "Securities Purchase Agreement"), by and among the Company
-----------------------------
and the Purchaser, the Company has agreed to issue and sell to the Purchaser
500,000 shares of the Company's Senior Redeemable Convertible Preferred Stock,
Series A, no par value (the "Preferred Stock"); and"
---------------

and to add the following recital:

"WHEREAS, pursuant to a Securities Purchase Agreement, dated as of
October 29, 1999, by and among the Company and the Purchaser, and pursuant to a
Securities Purchase Agreement, dated as of February 15, 2000, by and among the
Company and the TCW Entities (collectively, the "Securities Purchase
Agreements") the Company has agreed to issue and sell to the Purchaser 500,000
shares of the Company's Senior Redeemable Convertible Preferred Stock, Series A,
no par value (the "Series A Preferred Stock"), and to issue and sell to the TCW
------------------------
Entities 50,000 shares of the Company's Senior Redeemable Convertible Preferred
Stock, Series B, no par value (the "Series B Preferred Stock"). The Series A
Preferred Stock and the Series B Preferred Stock are hereinafter collectively
referred to as the "Preferred Stock"; and"
<PAGE>

2. The definition of Tag-Along Rightholder contained in Section 1 of the
Shareholders Agreement is hereby amended to read as follows:

"Tag-Along Rightholder" means each of the Purchaser or any
---------------------
of the TCW Entities.

3. The definition of Shareholders contained in Section 1 of the
Shareholders Agreement is hereby amended to read as follows:

"Shareholders" means the Principal Shareholders and the
------------
Purchaser and each of the TCW Entities and any transferee
thereof who has agreed to be bound by the terms and
conditions of this Agreement.

4. Section 4.1 of the Shareholders Agreement is hereby amended to add the
following as an additional provision:

(d) If to the TCW Entities, or any one of them:

TCW/Crescent Mezzanine
11100 Santa Monica Boulevard
Los Angeles, CA 90025
Attn: Mr. Rufus Rivers

5. Except as expressly amended hereby, the terms and provisions of the
Shareholders Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed and delivered by the respective officers or partners hereunto duly
authorized as of the date above written.

US UNWIRED INC.

By /s/ Thomas G. Henning
--------------------------------------
Name: Thomas G. Henning
------------------------------
Title: Secretary
-----------------------------
THE 1818 FUND III, L.P.

By: Brown Brothers Harriman & Co., its
general partner

By: /s/ Lawrence C. Tucker
--------------------------------
Name: Lawrence C. Tucker
------------------------
Title: General Partner
-----------------------

-2-
<PAGE>

/s/ William L. Henning, Sr.
--------------------------------
William L. Henning, Sr.

/s/ William L. Henning, Jr.
--------------------------------
William L. Henning, Jr.

/s/ John A. Henning
--------------------------------
John A. Henning

/s/ Thomas G. Henning
--------------------------------
Thomas G. Henning

-3-
<PAGE>

TCW Leveraged Income Trust, L.P.

By: TCW Investment Management Company, as investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW Advisors (Bermuda), Ltd., as general partner

By: /s/ Robert D. Beyer
- --------------------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-4-
<PAGE>

TCW Leveraged Income Trust II, L.P.

By: TCW Investment Management Company, as Investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW (LINC II), L.P., as general partner

By: TCW Advisors (Bermuda), Ltd., as its general partner

By: /s/ Robert D. Beyer
- --------------------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-5-
<PAGE>

TCW Shared Opportunity Fund III, L.P.

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
- --------------------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-6-
<PAGE>

Shared Opportunity Fund IIB, LLC

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
- --------------------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-7-
<PAGE>

TCW Shared Opportunity Fund II, L.P.

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
- --------------------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-8-
<PAGE>

TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II

By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner

By: TCW/Crescent Mezzanine, L.L.C.
its general partner

By: /s/ Jean-Marc Chapus
----------------------------------
Name: Jean-Marc Chapus
Title: President

-9-
<PAGE>

BROWN UNIVERSITY THIRD CENTURY FUND

By: /s/ Melissa V. Weiler,
------------------------------------
Name: Melissa V. Weiler,
its Investment Advisor

-10-

<PAGE>

Exhibit 10.19

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This First Amendment to Registration Rights Agreement ("First Amendment")
is entered into as of February 15, 2000, among US Unwired Inc., a Louisiana
corporation (the "Company"), The 1818 Fund III, L.P., a Delaware limited
partnership (the "1818 Fund"), and TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Shared Opportunity Fund II, L.P., TCW
Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust, L.P., each of which
is a Delaware entity, and Brown University Third Century Fund (collectively, the
"TCW Entities").

RECITALS
--------

A. The Company and The 1818 Fund entered into that certain Registration
Rights Agreement (the "Agreement") dated as of October 29, 1999.

B. The parties hereto desire to amend the Agreement to add each of the
TCW Entities as a party thereto and to make other modifications.

NOW THEREFORE, the parties hereto agree as follows:

1. Section 1 of the Agreement is deleted in its entirety and the
following is inserted in lieu thereof:

1. Background. Pursuant to a Securities Purchase
----------
Agreement, dated as of October 29, 1999, by and among the
Company and The 1818 Fund (the "1818 Fund Securities
Purchase Agreement"), The 1818 Fund agreed to purchase from
the Company, and the Company issued to The 1818 Fund,
500,000 of the Company's Senior Redeemable Convertible
Preferred Stock, Series A, no par value (the "Series A
Preferred Stock").

Pursuant to a Securities Purchase Agreement (the "TCW
Securities Purchase Agreement") dated as of _________, 2000,
by and among the Company and the TCW Entities, the TCW
Entities agreed to purchase from the Company, and the
Company agreed to issue to the TCW Entities, 50,000 of the
Company's Senior Redeemable Convertible Preferred Stock,
Series B, no par value (the "Series B Preferred Stock"). The
Series A Preferred Stock and the Series B Preferred Stock
are hereinafter collectively referred to as the "Preferred
Stock." Capitalized terms used herein but not otherwise
<PAGE>

defined shall have the meanings given them in The 1818 Fund
Securities Purchase Agreement.

2. Section 3 of the Agreement is hereby amended to delete the definition
of "Warrants" contained therein and to insert the following in lieu thereof:

"Warrants" means, collectively, the Warrants
exercisable into shares of Common Stock, at an exercise
price of $0.01 per Warrant, in substantially the form
attached as Exhibit C to The 1818 Fund Securities Purchase
Agreement and as Exhibit C to the TCW Securities Purchase
Agreement.

3. Section 7(i) of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:

(i) If to The 1818 Fund, addressed to it in the manner
set forth in The 1818 Fund Securities Purchase Agreement, or
if to the TCW Entities or any one of them, addressed to it
at the manner set forth in the TCW Securities Purchase
Agreement, or such other address as either entities shall
have furnished to Company in writing in the manner set forth
herein;

4. Except as expressly amended hereby, all the other terms and provisions
of the Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed and delivered by the respective representatives hereunto duly
authorized as of the date above written.

US UNWIRED INC.

By /s/ Thomas G. Henning
-------------------------
Name: Thomas G. Henning
------------------
Title: Secretary
-----------------

THE 1818 FUND III, L.P.

By: Brown Brothers Harriman & Co., its
general partner

By: /s/ Lawrence C. Tucker
------------------------
Name: Lawrence C. Tucker
------------------
Title: General Partner
-----------------

-2-
<PAGE>

TCW Leveraged Income Trust, L.P.

By: TCW Investment Management Company, as investment Advisor

By: /s/ Jean-Marc Chapus
---------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW Advisors (Bermuda), Ltd., as general partner

By: /s/ Robert D. Beyer
---------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-3-
<PAGE>

TCW Leveraged Income Trust II, L.P.

By: TCW Investment Management Company, as Investment Advisor

By: /s/ Jean-Marc Chapus
_____________________________
Name: Jean-Marc Chapus
Title: Managing Director

By: TCW (LINC II), L.P., as general partner

By: TCW Advisors (Bermuda), Ltd., as its general partner

By: /s/ Robert D. Beyer
_____________________________
Name: Robert D. Beyer
Title: Group Managing Director

-4-
<PAGE>

TCW Shared Opportunity Fund III, L.P.

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
-----------------------------
Name: Jean-Marc Chapus
Title Managing Director

By: /s/ Robert D. Beyer
-----------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-5-
<PAGE>

Shared Opportunity Fund IIB, LLC

By: TCW Asset Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
----------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
-----------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-6-
<PAGE>

TCW Shared Opportunity Fund II, L.P.

By: TCW Investment Management Company,
its Investment Advisor

By: /s/ Jean-Marc Chapus
-----------------------------
Name: Jean-Marc Chapus
Title: Managing Director

By: /s/ Robert D. Beyer
-----------------------------
Name: Robert D. Beyer
Title: Group Managing Director

-7-
<PAGE>

TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II

By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner

By: TCW/Crescent Mezzanine, L.L.C.
its general partner

By: /s/ Jean-Marc Chapus
-------------------------------
Name: Jean-Marc Chapus
Title: President

-8-
<PAGE>

BROWN UNIVERSITY THIRD CENTURY FUND

By: /s/ Melissa V. Weiler
--------------------------------
Name: Melissa V. Weiler,
its Investment Advisor

-9-

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated February 9, 2000 with respect to the consolidated
financial statements of US Unwired Inc. and our report dated February 9, 2000
with respect to the financial statements of Louisiana Unwired, LLC, in Amendment
No. 2 to the Registration Statement (Form S-4) and related Prospectus of US
Unwired Inc.

/s/ Ernst & Young LLP

Houston, Texas
February 21, 2000